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EXHIBIT 4.A [CONFORMED COPY]   ANR PIPELINE COMPANY
AND
COMERICA BANK, TRUSTEE  INDENTURE
DATED AS OF FEBRUARY 15, 1994
AND
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 15, 1994
  $125,000,000
7 3/8% DEBENTURES DUE FEBRUARY 15, 2024




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ANR PIPELINE COMPANY
AND
COMERICA BANK, TRUSTEE  INDENTURE
DATED AS OF FEBRUARY 15, 1994
  DEBT SECURITIES




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CROSS-REFERENCE TABLE INDENTURETIA SECTION
    
    
    
    SECTIONSection 310
    
    (a)(1)
    
    
    7.10(a)(2)
    
    
    7.10(a)(3)
    
    
    N.A.(a)(4)
    
    
    N.A.(a)(5)
    
    
    7.08(b)
    
    
    7.08; 7.10; 10.02(c)
    
    
    N.A.Section 311
    
    (a)
    
    
    7.11(b)
    
    
    7.11(c)
    
    
    N.A.Section 312
    
    (a)
    
    
    2.06(b)
    
    
    10.03(c)
    
    
    10.03Section 313
    
    (a)
    
    
    7.06(b)(1)
    
    
    N.A.(b)(2)
    
    
    7.06(c)
    
    
    7.06; 10.02(d)
    
    
    7.06Section 314
    
    (a)
    
    
    4.09; 10.02(b)
    
    
    N.A.(c)(1)
    
    
    10.04(c)(2)
    
    
    10.04(c)(3)
    
    
    N.A.(d)
    
    
    N.A.(e)
    
    
    10.05(f)
    
    
    N.A.Section 315
    
    (a)
    
    
    7.01 (b)(b)
    
    
    7.05; 10.02(c)
    
    
    7.01 (a)(d)
    
    
    7.01 (c)(e)
    
    
    6.11Section 316
    
    (a)(last sentence)
    
    
    2.10(a)(1)(A)
    
    
    6.05(a)(1)(B)
    
    
    6.04(a)(2)
    
    
    N.A.(b)
    
    
    6.07(c)
    
    
    9.04Section 317
    
    (a)(1)
    
    
    6.08(a)(2)
    
    
    6.09(b)
    
    
    2.05Section 318
    
    (a)
    
    
    10.01
   N.A. means Not Applicable. NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of this Indenture.




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i   TABLE OF CONTENTS PAGERecitals of the Company.
    
    
    1ARTICLE 1Definitions and Incorporation by ReferenceSection 1.01. Definitions.
    
    
    1Section 1.02. Incorporation by Reference of Trust Indenture Act.
    
    
    9Section 1.03. Rules of Construction.
    
    
    9ARTICLE 2The SecuritiesSection 2.01. Form of Securities.
    
    
    10Section 2.02. Title and Terms.
    
    
    11Section 2.03. Execution and Authentication.
    
    
    12Section 2.04. Registrar and Paying Agent.
    
    
    14Section 2.05. Paying Agent to Hold Money in Trust.
    
    
    15Section 2.06. Securityholder Lists.
    
    
    15Section 2.07. Transfer and Exchange.
    
    
    16Section 2.08. Replacement Securities.
    
    
    16Section 2.09. Outstanding Securities.
    
    
    17Section 2.10. Treasury Securities.
    
    
    18Section 2.11. Temporary Securities.
    
    
    18Section 2.12. Cancellation.
    
    
    19Section 2.13. Defaulted Interest.
    
    
    19Section 2.14. Persons Deemed Owners.
    
    
    19Section 2.15. Securities Issuable in the Form of a Global Security.
    
    
    19ARTICLE 3ARedemptionSection 3A.01. Right of Redemption.
    
    
    22Section 3A.02. Applicability of Article.
    
    
    22Section 3A.03. Election to Redeem; Notice to Trustee.
    
    
    22Section 3A.04. Selection by Trustee of Securities to be Redeemed.
    
    
    23Section 3A.05. Notice of Redemption.
    
    
    23Section 3A.06. Deposit of Redemption Price.
    
    
    24Section 3A.07. Securities Payable on Redemption Date.
    
    
    24Section 3A.08. Securities Redeemed in Part.
    
    
    25




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ii PAGEARTICLE 3BSinking FundSection 3B.01. Sinking Fund Payments.
    
    
    25Section 3B.02. Satisfaction of Sinking Fund Payments with Securities.
    
    
    26Section 3B.03. Redemption of Securities for Sinking Fund.
    
    
    26ARTICLE 4CovenantsSection 4.01. Payment of Securities.
    
    
    27Section 4.02. Maintenance of Office or Agency.
    
    
    27Section 4.03. Corporate Existence.
    
    
    28Section 4.04. Payment of Taxes and Other Claims.
    
    
    28Section 4.05. Notice of Defaults.
    
    
    29Section 4.06. Maintenance of Properties.
    
    
    29Section 4.07. Liquidation.
    
    
    29Section 4.08. Compliance Certificate.
    
    
    31Section 4.09. SEC Reports.
    
    
    31Section 4.10. Waiver of Stay, Extension or Usury Laws.
    
    
    31Section 4.11. Restrictions on Liens.
    
    
    32Section 4.12. Restrictions on Sales and Leasebacks.
    
    
    33ARTICLE 5Successor CorporationSection 5.01. When Company May Merge, etc.
    
    
    34Section 5.02. Successor Corporation Substituted.
    
    
    35ARTICLE 6Default and RemediesSection 6.01. Events of Default.
    
    
    35Section 6.02. Acceleration.
    
    
    37Section 6.03. Other Remedies.
    
    
    38Section 6.04. Waiver of Past Defaults.
    
    
    38Section 6.05. Control by Majority.
    
    
    39Section 6.06. Limitation on Suits.
    
    
    39




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iii PAGESection 6.07. Rights of Holders to Receive Payment.
    
    
    39Section 6.08. Collection Suit by Trustee.
    
    
    39Section 6.09. Trustee May File Proofs of Claim.
    
    
    40Section 6.10. Priorities.
    
    
    41Section 6.11. Undertaking for Costs.
    
    
    41ARTICLE 7TrusteeSection 7.01. Duties of Trustee.
    
    
    41Section 7.02. Rights of Trustee.
    
    
    43Section 7.03. Individual Rights of Trustee.
    
    
    43Section 7.04. Trustees Disclaimer.
    
    
    44Section 7.05. Notice of Defaults.
    
    
    44Section 7.06. Reports by Trustee to Holders.
    
    
    44Section 7.07. Compensation and Indemnity.
    
    
    44Section 7.08. Replacement of Trustee.
    
    
    45Section 7.09. Successor Trustee by Merger, etc.
    
    
    46Section 7.10. Eligibility; Disqualification.
    
    
    47Section 7.11. Preferential Collection of Claims Against Company.
    
    
    47ARTICLE 8Discharge of IndentureSection 8.01. Termination of Companys Obligations.
    
    
    47Section 8.02. Application of Trust Money.
    
    
    49Section 8.03. Repayment to Company.
    
    
    49Section 8.04. Reinstatement.
    
    
    49Section 8.05. Indemnity for U.S. Government Obligations.
    
    
    50ARTICLE 9Amendments, Supplements and WaiversSection 9.01. Without Consent of Holders.
    
    
    50Section 9.02. With Consent of Holders.
    
    
    51Section 9.03. Compliance With Trust Indenture Act.
    
    
    52Section 9.04. Revocation and Effect of Consents.
    
    
    52Section 9.05. Notation On or Exchange of Securities.
    
    
    53Section 9.06. Trustee to Sign Amendments, etc.
    
    
    53




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iv PAGEARTICLE 10MiscellaneousSection 10.01. Trust Indenture Act Controls.
    
    
    53Section 10.02. Notices.
    
    
    54Section 10.03. Communications by Holders With Other Holders.
    
    
    54Section 10.04. Certificate and Opinion as to Conditions Precedent.
    
    
    55Section 10.05. Statements Required in Certificate or Opinion.
    
    
    55Section 10.06. Rules by Trustee, Paying Agent, Registrar.
    
    
    55Section 10.07. Legal Holidays.
    
    
    55Section 10.08. Governing Law.
    
    
    56Section 10.09. No Adverse Interpretation of Other Agreements.
    
    
    56Section 10.10. No Recourse Against Others.
    
    
    56Section 10.11. Successors.
    
    
    56Section 10.12. Duplicate Originals.
    
    
    56Section 10.13. Separability.
    
    
    56Section 10.14. Action of Holders When Securities are Denominated in Different Currencies.
    
    
    57Section 10.15. Monies of Different Currencies to be Segregated.
    
    
    57Section 10.16. Payment to be in Proper Currency.
    
    
    57Signatures.
    
    
    59Exhibit AForm of Security.
    

    
    A-1
   NOTE:
    
    This Table of Contents shall not, for any purpose, be deemed to be a
part of this Indenture.




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INDENTURE, dated as of February 15, 1994, between ANR Pipeline Company, a
Delaware corporation (the Company), and Comerica Bank, a Michigan banking
corporation incorporated and existing under the laws of the State of Michigan,
as Trustee (the Trustee). RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of its unsecured notes, debentures or other evidences of indebtedness (collectively, the Securities), to
be issued from time to time in one or more series (a Series) as provided in
this Indenture and as shall be provided, in respect of any Series, in or pursuant to the Authorizing Resolution hereinafter referred to and/or in the indenture supplemental hereto (if any) relating to such Series. ARTICLE 1 Definitions and Incorporation by Reference Section 1.01. Definitions. Affiliate of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control
with such specified person. For the purposes of this definition, control
when used with respect to any person means the power to direct the management
and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Registrar, Paying Agent or co-Registrar. Attributable Debt means, with respect to any Sale and Leaseback Transaction
as of any particular time, the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligations of the lessee under
such lease for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the Company, be extended). Authorizing Resolution means a Board Resolution providing for the issuance
of a Series of Securities. Bankruptcy Law shall have the meaning provided in Section 6.01.




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2 Board of Directors means the Board of Directors of the Company or any duly
authorized committee of the Board. Board Resolution means a copy of a resolution certified by the Secretary or
an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee (except as provided in Section 2.03). Business Day means a day that is not a Legal Holiday. Capital
Stock means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of corporate
stock of such person other than Mandatory Redemption Preferred Stock. Capitalized Lease Obligation means Indebtedness represented by obligations
under a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted accounting principles and the
amount of such Indebtedness shall be the capitalized amount of such obligations determined in accordance with such principles. Company means the party named as such in this Indenture until a successor
replaces it pursuant to this Indenture and thereafter means the successor. Company Request and Company Order mean, respectively, a written request
or order signed in the name of the Company by two Officers of the Company or
by an Officer and the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, and delivered to the Trustee in respect of the Series to
which the Company Request or Company Order shall relate. Custodian shall have the meaning provided in Section 6.01. Default means any event which is, or after notice or passage of time would
be, an Event of Default. Depository means, unless otherwise specified by the Company pursuant to either Section 2.02 or 2.15, with respect to Securities of any Series issuable
or issued as a Global Security, The Depository Trust Company, New York, New
York, or any successor thereto registered under the Securities and Exchange
Act of 1934, as amended, or other applicable statute or regulation.




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3 Event of Default shall have the meaning provided in Section 6.01. Extendible Securities means Securities of any Series issued hereunder the
final maturity of which is extendible for a stated period of time, as shall be
provided in, or pursuant to, the Authorizing Resolution and/or supplemental
indenture (if any) relating to such Series. Funded Debt means Indebtedness which does not mature within one year after
the date as of which any determination thereof is made (but excludes any such
Indebtedness which will be retired through or by means of any deposit or payment required to be made within one year from such date under any prepayment
provision, sinking fund, purchase fund or other similar fund) and Indebtedness
which may not mature within one year after the date as of which any determination thereof is made due solely to such Indebtedness being renewable or outstanding pursuant to a revolving credit or similar agreement. General Mortgage means the Companys Mortgage and Deed Trust dated as of
September 1, 1948, as supplemented and amended from time to time, and any
other mortgage and deed of trust upon the property of the Company which may
hereafter from time to time be created by the Company in substitution, directly or indirectly, for said General Mortgage, as from time to time supplemented and amended; provided that any such mortgage and deed of trust hereafter created shall contain provisions with respect to property excepted from

the lien thereof and liens permitted thereunder substantially similar to (but
not necessarily identical to) the provisions of said General Mortgage, as supplemented and amended at the date hereof. Global Security means a Security issued to evidence all or a part of any
Series of Securities which is executed by the Issuer and authenticated and delivered by the Trustee to the Depository or pursuant to the Depositorys instruction, all in accordance with this Indenture and pursuant to a Company Order, which shall be registered in the name of the Depository or its nominee. Holder or Securityholder means, with respect to any Security, the person
in whose name such Security is registered on the Security Register. Indebtedness means (i) any liability of any person (a) for borrowed money,
(b) evidenced by a note, debenture or similar instrument (including a purchase
money obligation) given in connection with the acquisition of any property or
assets (other than inventory or similar property acquired in the




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4 ordinary course of business), including securities, or (c) for the payment of
money relating to a Capitalized Lease Obligation; (ii) any guarantee by any
person of any liability of others described in the preceding clause (i); and
(iii) any amendment, renewal, extension or refunding of any liability of the
types referred to in clauses (i) and (ii) above. Indenture means this Indenture as amended or supplemented from time to time
and shall include the forms and terms of particular Series of Securities established as contemplated hereunder. Interest Payment Date means, for any Series of Securities issued and outstanding hereunder, the date or dates in each year on which any interest on
 such Series is paid or made available for payment. Legal Holiday shall have the meaning provided in Section 10.07. Lien means any mortgage, lien, pledge, charge, or other security interest
or encumbrance of any kind. Mandatory Redemption Preferred Stock means, with respect to any person, any
and all shares of preferred stock of such person now outstanding or hereafter
 issued, subject to mandatory redemption provisions. Maturity when used with respect to any Security means the date on which the
principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise. Maturity Date means the date specified in each Security on which the principal thereof is due and payable in full. Net Tangible Assets means the total amount of assets (less depreciation and
valuation reserves and other reserves and items deductible from the gross book
value of specific asset accounts) of the Company which would be included on a
consolidated balance sheet of the Company, after deducting therefrom (without
duplication of deductions) (1) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles which would be
so included on such balance sheet, and (2) all liabilities which would be so
included on such balance sheet except: Funded Debt, reserves, deferred credits
and Stock Accounts.




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5 Officer means the Principal Executive Officer, Principal Financial Officer
or Principal Accounting Officer of the Company. Officers Certificate means a certificate signed by two Officers or by an
Officer and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company and delivered to the Trustee. See Sections
10.04 and 10.05. Opinion of Counsel means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the
 Company. See Sections 10.04 and 10.05. Original Issue Date means the date on which a Security is issued to the
original purchaser thereof, as specified in such Security. Original Issue Discount Securities means Securities which provide for an
amount less than 100% of the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
6.02. Paying Agent shall have the meaning provided in Section 2.04, except that
for the purposes of Article 8 and Section 4.07 the Paying Agent shall not be
 the Company or any Subsidiary. Permitted Liens means the following: (a) Liens upon rights-of-way for pipeline purposes; (b) undetermined Liens and charges incidental to construction or maintenance; (c) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or
by any provision of law, to terminate such right, power, franchise, grant,
license or permit, or to purchase or recapture or to designate a purchaser
of, any of the mortgaged property; (d) Liens upon any property in which the Company has a leasehold estate and
to which such leasehold estate is or may become subject, and the rights reserved to lessors of such property, and to their successors and assigns, under applicable law or the instrument creating such leasehold estate; (e) the Lien of taxes and assessments (other than those constituting Liens
upon rights-of-way for pipe line purposes) which are not at the time delinquent;




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6 (f) the Lien of specified taxes and assessments (other than those constituting liens upon rights-of-way for pipe line purposes) which are delinquent
but the validity of which is being contested at the time by the Company in
good faith, unless thereby in the opinion of counsel or of the trustee under
the General Mortgage any of the mortgaged property thereunder may be lost or
forfeited; (g) the Lien reserved in leases for rent and for compliance with the terms
of the lease in the case of leasehold estates; (h) minor defects and irregularities in the titles to any property which do
not materially impair the use of such property for the purposes for which it
is held by the Company; (i) any Liens securing indebtedness, neither assumed nor guaranteed by the
Company nor on which it customarily pays interest, existing upon real estate
or rights in or relating to real estate (including rights-of-way and easements) acquired by the Company for pipeline, metering station or right-of-way purposes; (j) easements, exceptions or reservations in any property of the Company
granted or reserved for the purpose of pipe lines, roads, the removal of
oil, gas, coal or other minerals, and other like purposes, or for the joint
or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held
by the Company; (k) rights reserved to or vested in any municipality or public authority to
control or regulate any property of the Company, or to use such property in
any manner which does not materially impair the use of such property for the
purposes for which it is held by the Company; (l) any obligations or duties, affecting the property of the Company, to
any municipality or public authority with respect to any franchise, grant,
 license or permit; (m) the Liens of any judgments in an aggregate amount not in excess of one
million United States dollars ($1,000,000) or the Lien of any judgment the
execution of which has been stayed or which has been appealed and secured,
if necessary, by the filing of an appeal bond, or the Lien of any judgment
in respect of which monies in the amount of the judgment have been deposited
with the trustee under the General Mortgage to be held as a part of the
trust estate and to be withdrawn only as provided in (S)8.05 of the General
Mortgage; and (n) zoning laws and ordinances.




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7 person
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government
or other agency or political subdivision thereof. principal of a debt security means the principal of the security plus, when
appropriate, the premium, if any, on the security. Principal Domestic Property of the Company shall mean any property, plant,
equipment or facility of the Company which is located in the United States or
any territory or political subdivision thereof, except any property which the
Board of Directors or management of the Company or any such Subsidiary shall
determine to be not material to the business or operations of the Company and
its Subsidiaries, taken as a whole. Redeemable Securities means Securities of any Series which may be redeemed,
at the option of the Company, prior to the Stated Maturity thereof, on the
terms specified in or pursuant to the Authorizing Resolution and/or supplemental indenture relating to such Series and in accordance with Article 3A herein. Redemption Date when used with respect to any Security of any Series to be
redeemed means the date fixed for such redemption by or pursuant to the provisions of such Security, this Indenture and the Authorizing Resolution and/or
supplemental indenture relating to such Security. Redemption Price when used with respect to any Security of any Series to be
redeemed means the price at which it is to be redeemed pursuant to the provisions of such Security, this Indenture and the Authorizing Resolution and/or
supplemental indenture relating to such Security. Registrar shall have the meaning provided in Section 2.04. Regular Record Date means, for the interest payable on any Interest Payment
Date in respect of any Series of Securities, except as provided in, or pursuant to, the Authorizing Resolution and/or supplemental indenture relating
thereto, the day (whether or not a Business Day) that is fifteen days preceding the applicable Interest Payment Date. Required Currency shall have the meaning provided in Section 10.16. Sale and Leaseback Transaction shall have the meaning provided in Section
4.12.




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8 SEC means the Securities and Exchange Commission. Securities means the Securities, as amended or supplemented from time to
time pursuant to the terms of this Indenture, of the Company of any Series
 that are issued under this Indenture. Security Register shall have the meaning provided in Section 2.04. Series means, with respect to Securities issued hereunder, the Securities
issued pursuant to any particular Authorizing Resolution and/or supplemental
indenture (if any), subject to the right of the Board of Directors to specify
in such Authorizing Resolution and/or supplemental indenture (if any) that
such Securities shall constitute more than one Series. Short-Term Borrowing means all Indebtedness in respect of borrowed money
maturing on demand or within one year from the date of the creation thereof
and not directly or indirectly renewable or extendible, at the option of the
debtor, by its terms or by the terms of any instrument or agreement relating
thereto, to a date one year or more from the date of the creation thereof;
provided, that Indebtedness in respect of borrowed money arising under a revolving credit or similar agreement which obligates the lender or lenders to
extend credit over a period of one year or more shall constitute Funded Debt
and not Short-Term Borrowing even though the same matures on demand or within
one year from the date as of which such Short-Term Borrowing is to be determined. Sinking Fund means, with respect to any Sinking Fund Securities, a sinking
fund provided for in Article 3B. Sinking Fund Securities means Securities of any Series which are required
to be redeemed from time to time prior to the Stated Maturity thereof in whole
or in part under a Sinking Fund, on the terms specified in the Authorizing
Resolution and/or supplemental indenture (if any) relating to such Series and
in accordance with Article 3B herein. Special Record Date shall have the meaning provided in Section 2.13. Stated Maturity when used with respect to any Security or any installment
of interest thereon means the date specified in such Security as the fixed
date on which the principal of such Security or such installment of interest
is due and payable.




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9 Stock means any and all shares, interests, participations or other equivalents (however designated) of corporate stock. Stock Accounts, as applied to a corporation, means the amount of such corporations outstanding Stock, other paidin capital and retained earnings, all

 as shown in a statement of financial position of such corporation. Subsidiary means (i) a corporation a majority of whose capital stock with
voting power, under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by the Company, by the Company and a Subsidiary
(or Subsidiaries) of the Company or by a Subsidiary (or Subsidiaries) of the
Company or (ii) any other person (other than a corporation) in which the Company, a Subsidiary (or Subsidiaries) of the Company or the Company and a Subsidiary (or Subsidiaries) of the Company, directly or indirectly, at the date
of determination thereof has at least majority ownership interest; provided,
that no corporation shall be deemed a Subsidiary until the Company, a Subsidiary (or Subsidiaries) of the Company or the Company and a Subsidiary (or Subsidiaries) of the Company acquires more than 50% of the outstanding voting
stock thereof and has elected a majority of its board of directors. TIA
means the Trust Indenture Act of 1939 (15 U.S. Code (S) (S) 77aaa-77bbbb) as in effect on the date of this Indenture except as provided in Section 9.03. Trustee means the party named as such in this Indenture until a successor
replaces it in accordance with the provisions of this Indenture and thereafter
means and includes the person or each person who is then a Trustee hereunder,
and if at any time there is more than one such person, Trustee as used with
respect to the Securities of any Series shall mean the Trustee with respect to
Securities of that Series. Trust Officer means any officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. U.S. Government Obligations shall have the meaning provided in Section
8.01. Yield to Maturity means, with respect to any Series of Securities, the
yield to maturity thereof, calculated at the time of issuance thereof, or, if
applicable, at the most recent redetermination of interest thereon, and calculated in accordance with accepted financial practice.




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10 Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
 TIA terms used in this Indenture have the following meanings: Commission means the SEC; indenture securities means the Securities; indenture security holder means a Securityholder; indenture to be qualified means this Indenture; indenture trustee or institutional trustee means the Trustee; and obligor on the indenture securities means the Company or any other obligor on the Securities. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule and not otherwise defined herein have the meanings assigned to them therein. Section 1.03. 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 generally accepted accounting principles in effect on the
date hereof, and any other reference in this Indenture to generally accepted accounting principles refers to generally accepted accounting principles on the date hereof; (3) or is not exclusive; (4) words in the singular include the plural, and words in the plural include the singular; (5) provisions apply to successive events and transactions; and (6) herein, hereof and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. ARTICLE 2 The Securities Section 2.01. Form of Securities. The Securities of each Series and the certificate of authentication thereon
shall be in substantially the forms set forth in Exhibit A or in
such other
forms




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11 as shall be specified in, or pursuant to, the Authorizing Resolution and/or in
the indenture supplemental hereto (if any) relating to such Series, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or the said Authorizing Resolution
and/or supplemental indenture (if any). The definitive Securities of each Series shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, or, if they shall
not be listed on any securities exchange, in any other manner consistent herewith, all as shall be determined by the officers executing such Securities, as
evidenced by their execution of such Securities. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage.
The Company shall approve the form of the Securities and any notation, legend
or endorsement on them. The terms and provisions contained in the Securities, annexed hereto as Exhibit A or such other forms as specified in the Authorizing Resolution and/or
supplemental indenture (if any) relating thereto, shall constitute, and are
hereby expressly made, a part of this Indenture. Section 2.02. Title and Terms. 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. The terms of each Series
shall be as provided in an Authorizing Resolution and/or supplemental indenture (if any) or shall be determined in the manner specified therein. The
terms to be specified in respect of each Series in the Authorizing Resolution
and/or supplemental indenture (if any), or by such person and/or procedures as
shall be provided therein, shall include the following: (1) the title of the Securities of such Series, which shall distinguish
such Series from all other Series; (2) the aggregate principal amount of the Securities of such Series which
may be authenticated and delivered under this Indenture (except for Securities of such Series authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08,
2.11, 3A.08 or 9.05);




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12 (3) the date or dates on which the principal of the Securities of such Series is payable, and, if the Series shall be Extendible Securities, the
terms on which the Company or any other person shall have the option to extend the Maturity of such Securities and the rights, if any, of the Holders
to require payment of the Securities; (4) the rate or rates at which the Securities of such Series shall bear interest, if any (whether floating or fixed), the provisions, if any, for determining such interest rate or rates and adjustments thereto, the date or
dates from which such interest shall accrue, the Interest Payment Dates
therefor and the Regular Record Dates (if different from those provided in
the form of Security herein set forth) for the determination of Holders of
the Securities of such Series to whom interest is payable; (5) the place or places where the principal of and interest on Securities
of such Series shall be payable (if other than as provided in Section 4.02); (6) the price or prices at which, the period or periods within which and
the terms and conditions upon which the Securities of such Series may be redeemed, in whole or in part, at the option of the Company, pursuant to a
Sinking Fund or otherwise; (7) the obligation, if any, of the Company to redeem, purchase or repay Securities of such Series, in whole or in part, pursuant to a Sinking Fund or
otherwise or at the option of a Holder thereof, and the price or prices at
which, the period or periods within which and the terms and conditions upon
which such redemption, purchase or repayment shall be made; (8) any Events of Default with respect to the Securities of such Series
which may be different from or in addition to those provided for herein, and
any covenants or obligations of the Company to the Holders of the Securities
of such Series different from or in addition to those set forth herein; (9) if less than 100% of the principal amount of the Securities of such Series is payable on acceleration under Section 6.02 or provable in bankruptcy
under Section 6.09 at any time, a schedule of or the manner of computing the
amounts which are so payable and provable from time to time; (10) whether the Securities of the Series shall be issued in whole or in
part in the form of a Global Security or Securities; the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and the form of the Securities
of such Series (which may be, but which need not be, consistent with the
form set forth in Exhibit A attached hereto); (11) if other than United States dollars, the currency(ies) in which payment of the principal of or interest, if any, on the Securities of that Series shall be payable;




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13 (12) if the principal of or interest, if any, on the Securities of that Series is to be payable, at the election of the Company or a Holder thereof,
in a currency or currencies other than that in which the Securities are
stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made; (13) if the amount of payments of principal of (and premium, if any) or interest, if any, on the Securities of the Series may be determined with
reference to an index based on a currency or currencies other than that in which the Securities are stated to be payable, the manner in which such
amounts shall be determined; and (14) any other terms of the Securities of such Series; provided, that such
other terms shall not be inconsistent with any express terms of this Indenture or in conflict with any express terms of any other Series of Securities
which shall be issued and outstanding. All Securities of any one Series shall be substantially identical in form except as to denomination and except as may be otherwise provided in and pursuant to the Authorizing Resolutions and/or supplemental indenture (if any) relating thereto. Section 2.03. Execution and Authentication. Two Officers or an Officer and the Secretary of the Company shall sign the
Securities for the Company by manual or facsimile signature. The Companys
seal shall be reproduced on the Securities and may be in facsimile form. If an Officer or a Secretary whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless. A Security shall not be valid until the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any Series executed by the
Company to the Trustee, together with a Company Order for the authentication
and delivery of such Securities. The Company Order may provide that the Securities which are the subject thereof shall be authenticated and delivered by
the Trustee upon the telephonic, written or other order of persons designated
in the Company Order, and that such persons are authorized to




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14 specify the terms and conditions of such Securities, to the extent permitted
by the Authorizing Resolution and/or supplemental indenture (if any) relating
thereto. The Trustee shall execute and deliver the supplemental indenture (if
any) relating to said Securities and the Trustee shall authenticate and deliver said Securities as specified in such Company Order; provided that, prior
to authentication and delivery of the first Securities of any Series, the
Trustee shall have received: (1) a copy of the Authorizing Resolution, with a copy of the form of Security approved thereby attached thereto, or a supplemental indenture in respect of the issuance of the Series, executed on behalf of the Company; (2) an
Officers Certificate to the effect that the Securities of such Series comply or will comply with the requirements of this Indenture and the
said Authorizing Resolution and/or supplemental indenture (if any); (3) an Opinion of Counsel (a) to the effect that (i) the Securities of such
Series, the Authorizing Resolution and/or the supplemental indenture (if
any) relating thereto comply or will comply with the requirements of this
Indenture, and (ii) the Securities of such Series, when authenticated and
delivered by the Trustee in accordance with the said Company Order, will
constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to (A) bankruptcy and other laws affecting creditors rights generally as in effect from time to time, (B) limitations of generally applicable equitable principles and (C) other exceptions
acceptable to the Trustee and its counsel; and (b) relating to such other
matters as may reasonably be requested by the Trustee or its counsel; and (4) if the Securities to be issued are Original Issue Discount Securities,
an Officers Certificate setting forth the Yield to Maturity for the Securities or other information sufficient to compute amounts due on acceleration,
or specifying the manner in which such amounts are to be determined, provided that such Yield to Maturity and other facts are not specified in the
form of the Securities. Subject
to Section 7.01 hereof, the Trustee shall be fully protected in relying upon the documents delivered to it as provided above in connection with
the issuance of any Series of Securities. The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section 2.03 if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in
good faith shall determine that such action would expose the Trustee to liability to Holders of previously issued and outstanding Securities.




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15 Each Security shall be dated the date of its authentication unless otherwise
specified in the Authorizing Resolution and/or supplemental indenture relating thereto. The Trustee may appoint an authenticating agent reasonably acceptable to the
Company 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 of the Company The Securities of each Series shall be issuable only in registered form with
out coupons and only in denominations of $1,000 and any integral multiple
thereof, or in such other currencies or denominations as may be specified in,
or pursuant to, the Authorizing Resolution and/or supplemental indenture (if
any) relating to the Series. Section 2.04. Registrar and Paying Agent. The Company shall cause to be kept a register (the Security Register) at an
office or agency where Securities may be presented for registration of transfer or for exchange (Registrar) and an office or agency where Securities may
be presented for payment (Paying Agent). The Company may have one or more
co-Registrars and one or more additional paying agents. The term Paying
Agent includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture. The agreement shall implement the provisions of
this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and the
Trustee shall have the right to inspect the Security Register at all reason
able times and to obtain copies thereof. If the Registrar shall not be the
Trustee in respect of any Series, the Company shall promptly notify the Registrar as to the amounts and terms of each Security of such Series which shall
be authenticated and delivered hereunder, and as to the names in which such
Securities shall be registered. If the Company fails to maintain a Registrar
or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company initially appoints the Trustee as Registrar and Paying Agent.




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16 Section 2.05. Paying Agent to Hold Money In Trust. Each Paying Agent shall hold in trust for the benefit of Securityholders or
the Trustee all money held by the Paying Agent for the payment of principal of
or interest on the Securities (whether such money has been paid to it by the
Company or any other obligor on the Securities), and shall notify the Trustee
of any default by the Company (or any other obligor on the Securities) in mak
ing any such payment. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate the money and hold it as a separate trust fund. The Company a
any time may require a Paying Agent to pay all money held by it to the Trustee
and account for any funds disbursed 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 pay all money held by it to the Trustee and to
account for any funds disbursed. Upon doing so the Paying Agent shall have no
further liability for the money. Section 2.06. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list furnished to it of the names and addresses of Security holders. If the Trustee is not the Registrar, the Company shall furnish to the
Trustee ten days before each Interest Payment Date and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Holders of
Securities of any Series and the Company shall otherwise comply with Section
312(a) of the TIA. The Trustee shall be entitled to rely upon a certificate of the Registrar,
the Company or such other Paying Agent, as the case may be, as to the names
and addresses of the Holders of Securities of any Series and the principal
amounts and serial numbers of such Securities. Section 2.07. Transfer and Exchange. Subject to Section 2.15, when Securities are presented to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for
an equal principal amount of Securities of the same Series and Stated Maturity
of other authorized denominations, the Registrar shall register the transfer
or make the exchange as requested if its requirements for such transactions
are met. To permit registrations of transfers and exchanges, the Company shall




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17 execute and the Trustee shall authenticate Securities at the Registrars request. No service charge shall be made to any Holder for any registration of
transfer or exchange, but the Company or the Trustee may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchanges pursuant to Section 2.11, 3A.08 or
9.05 in which case such transfer taxes or similar governmental charges shall
be paid by the Company). The Company shall not be required (i) to issue, register the transfer of or
exchange any Security of any Series during a period beginning at the opening
of the day which is 15 Business Days before the day of the mailing of a notice
of redemption of Securities of such Series selected for redemption under Section 3A.04 or 3B.01 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security
to be redeemed in part, the portion thereof not to be redeemed. Section 2.08. Replacement Securities. If a mutilated Security is surrendered to the Trustee or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement
Security of like tenor, Series and principal amount, bearing a number not assigned to any Security of the same Series then outstanding, if the Trustees
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be sufficient in the judgment of the Trustee to protect the Company,
the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses in replacing a Security. Every replacement Security is an additional obligation of the Company. Section 2.09. Outstanding Securities. Securities, or Securities of any particular Series, outstanding at any time
are all such Securities that have been authenticated and delivered by the
Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does
not cease to be outstanding because the Company or one of its Affiliates holds
the Security.




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18 If a Security is replaced pursuant to Section 2.08, it ceases to be outstand
ing unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Trustee or Paying Agent (other than the Company or a Subsidiary) holds
on the Maturity Date or Redemption Date money sufficient to pay Securities
payable on such date, then on and after that date such Securities cease to be
outstanding and interest on them ceases to accrue; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made. Section 2.10. Treasury Securities. In determining whether the Holders of the required principal amount of Securities of any Series have concurred in any direction, waiver or consent (a)
the principal amount of an Original Issue Discount Security of such Series
that shall be deemed to be outstanding for such purposes shall be the amount
that would be due and payable as of the date of determination upon a declaration of acceleration thereof pursuant to Section 6.02 and (b) Securities of
such Series owned by the Company or an Affiliate of the Company shall be disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities of such Series which the Trustee actually knows are so owned shall
be so disregarded. Upon the request of the Trustee, the Company shall furnish
to the Trustee an Officers Certificate identifying all Securities of such Series, if any, known by the Company to be owned by it or any of its Affiliates. Section 2.11. Temporary Securities. Until definitive Securities of any Series are ready for delivery, the Company
may prepare and execute and, upon compliance with the requirements of Section
2.03, the Trustee shall authenticate temporary Securities of such Series. Tem
porary Securities of any Series shall be substantially in the form of definitive Securities of such Series but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
for such Series in exchange for temporary Securities of such Series in an exchange pursuant to Section 2.07.




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19 Section 2.12. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee
and no one else shall cancel all Securities surrendered for transfer, exchange, payment or cancellation or for credit against any Sinking Fund Payment
in respect of such Series pursuant to Section 3B.02. The Company may not issue
new Securities to replace Securities it has paid or delivered to the Trustee
for cancellation. Section 2.13. Defaulted Interest. If the Company defaults in a payment of interest on the Securities of any Series, it shall pay the defaulted interest, plus any interest payable on the
defaulted interest, to the persons who are Holders of such Securities on a
subsequent special record date (Special Record Date) and such term, as used
in this Section 2.13 with respect to the payment of any defaulted interest,
shall mean the fifteenth day next preceding the date fixed by the Company for
the payment of defaulted interest, whether or not such day is a Business Day.
At least 15 days before the Special Record Date, the Company shall mail to
each holder of such Securities a notice that states the Special Record Date,
the payment date and the amount of defaulted interest to be paid. Section 2.14. Persons Deemed Owners. The Company, the Trustee and any Agent may treat the person in whose name any
Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (subject to Section 2.13) interest on such
Security and for all other purposes whatsoever, whether or not such Security
shall have matured, and neither the Company, the Trustee nor any Agent shall
be affected by any notice to the contrary. Section 2.15. Securities Issuable in the Form of a Global Security. (a) If the Company shall establish pursuant to Section 2.02 that the Securities of a particular Series are to be issued in whole or in part in the form
of one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 2.03 and the Company Order delivered
to the Trustee thereunder, authenticate and deliver such Global Security or
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the outstanding Securities of such
Series to be represented by such Global Security or Securities, (ii) shall be




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20 registered in the name of the Depository for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depository
or pursuant to the Depositorys instruction and (iv) shall bear a legend sub
stantially to the following effect: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR THE INDIVIDUAL [Name of Security] REPRESENTED HEREBY, THIS
GLOBAL [Name of Security] MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR (II) BY A NOMINEE OF THE DEPOSITORY OR THE DEPOSITORY TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.
HAS AN INTEREST HEREIN. (b) Notwithstanding any other provision of this Section 2.15 or of Section 2.07, unless the terms of a Global Security expressly permit such Global
Security to be exchanged in whole or in part for individual Securities, a
Global Security may be transferred, in whole but not in part and in the manner
provided in Section 2.07, only to another nominee of the Depository for such
Global Security, or to a successor Depository for such Global Security selected or approved by the Company or to a nominee of such successor Depository. (c) (i) If at any time the Depository for a Global Security notifies the Company that it is unwilling or unable to continue as Depository for such Global
Security or if at any time the Depository for the Securities for such Series
shall no longer be eligible or in good standing under the Securities Exchange
Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to such Global Security. If a successor Depository for such Global Security is not appointed by the
Com -




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21 pany within 90 days after the Company receives such notice or becomes aware of
such ineligibility, the Companys election pursuant to Section 2.02(10) shall
no longer be effective with respect to such Global Security and the Company
will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such Series in exchange for
such Global Security, will authenticate and deliver individual Securities of
such Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange
for such Global Security. (ii) If an event of Default shall have occurred and be continuing or an event
shall have occurred which with the giving of notice or lapse of time or other,
would constitute an Event of Default with respect to the Securities represented by such Global Security, the Companys election pursuant to Section
2.02(10) shall no longer be effective with respect to such Global Security and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Securities of such Series in
exchange for such Global Security, will authenticate and deliver individual
Securities of such Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security
in exchange for such Global Security. (iii) The Company may at any time and in its sole discretion determine that
the Securities of any Series issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such Series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such Series of
like tenor and terms in definitive form in an aggregate principal amount equal
to the principal amount of such Global Security or Securities representing
such Series in exchange for such Global Security or Securities. (iv) If specified by the Company pursuant to Section 2.02 with respect to Securities issued or issuable in the form of a Global Security, the Depository
for such Global Security may surrender such Global Security in exchange in
whole or in part for individual Securities of such Series of like tenor and
terms in definitive form on such terms as are acceptable to the Company and
such Depository. Thereupon the Company shall execute, and the Trustee shall
authenticate and delivery, without service charge, (1) to each person specified by such Depository a new Security or Securities of the same Series of
like tenor




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22 and terms and of any authorized denomination as requested by such person in
aggregate principal amount equal to and in exchange for such person a beneficial interest in the Global Security; and (2) to such Depository a new Global
Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security
and the aggregate principal amount of Securities delivered to Holders thereof. (v) In any exchange provided for in any of the preceding four paragraphs, the
Company will execute and the Trustee will authenticate and deliver individual
Securities in definitive registered form in authorized denominations. Upon the
exchange of a Global Security for individual Securities, such Global Security
shall be cancelled by the Trustee. Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities to the
persons in whose names such Securities are so registered. ARTICLE 3A Redemption Section 3A.01. Right of Redemption. Redeemable Securities may be redeemed otherwise than through the operation of
the Sinking Fund provided for in Article 3B at the election of the Company at
the times, on the conditions and at the Redemption Prices specified therein,
in (or pursuant to) the Authorizing Resolution relating thereto or in the supplemental indenture (if any) executed in connection with the issuance of such
Securities to the extent provided therein, any Redemption Price to be accompanied by accrued interest to the Redemption Date. Section 3A.02. Applicability of Article. Redemption of Securities at the election of the Company or otherwise, as permitted or required by any provision referred to in Section 3A.01, shall be
made in accordance with such provision and this Article. Section 3A.03. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities of any Series shall be
evidenced by a Board Resolution or set forth in an Officers Certificate which




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23 states that such election has been duly authorized by all requisite corporate
action on the part of the Company. In case of any redemption at the election
of the Company of less than all of the Securities of such Series the Company
shall, at least 60 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 of the principal amount of Securities of
the Series or the several Series, as the case may be, to be redeemed. In the
case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers Certificate eviencing compliance with such restriction. Section 3A.04. Selection by Trustee of Securities to be Redeemed. If less than all the Securities of any Series are to be redeemed, the particular Securities of such Series to be redeemed shall be selected not more than
90 days prior to the Redemption Date by the Trustee, from the outstanding Securities of such Series not previously called for redemption, in compliance
with the requirements of the principal national securities exchange, if any,
on which such Securities are listed or, if the Securities are not listed on a
national securities exchange, on a pro rata basis or by lot. The Trustee may
select for redemption portions (equal to the minimum authorized denomination
of the Series or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than such minimum denomination. If
the Company shall so specify, Securities held by the Company or any of its
Subsidiaries or Affiliates shall not be included in the Securities selected
for redemption. The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed. Section 3A.05. Notice of Redemption. Notice of redemption shall be given by first class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date,




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24 to each Holder of Securities to be redeemed, at his address appearing in the
Security Register. All notices of redemption shall state: (1) the Redemption Date; (2) the Redemption Price; (3) if less than all outstanding Securities of the Series are to be re
deemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Securities to be redeemed; (4) that on the Redemption Date the Redemption Price will become due and
payable upon each such Security, and that interest thereon shall cease to
accrue on and after said date; (5) that the redemption is for a Sinking Fund, if such is the case; and (6) the place or places where such Securities are to be surrendered for
payment of the Redemption Price. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Companys request, by the
Trustee in the name of and at the expense of the Company. Section 3A.06. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 2.05) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) any accrued interest on, all the Securities or portions thereof which are to be redeemed on that date. Section 3A.07. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price thereof and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Matu
rity is on or prior to the Redemption Date shall be payable to the




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25 Holders of such Securities registered as such on the relevant Regular or Special Record Date according to their terms and the provisions of such Security
and Section 2.13. If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the Redemption Date at the rate borne by the Security or,
in the case of Original Issue Discount Securities, at a rate equal to the
Yield to Maturity thereof. Section 3A.08. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at the
office or agency of the Company maintained for that purpose pursuant to Section 4.02 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities of the same Series, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered. ARTICLE 3B Sinking Fund Section 3B.01. Sinking Fund Payments. As and for a Sinking Fund for the retirement of Sinking Fund Securities, the
Company will, until all such Securities are paid or payment thereof is duly
provided for, deposit in accordance with Section 3A.06, at such times and subject to such terms and conditions as shall be specified in the provisions of
such Securities and the Authorizing Resolution and/or supplemental indenture
(if any) relating thereto, such amounts in cash or such other Required Currency as shall be required or permitted under such provisions in order to redeem Securities on the specified Redemption Dates at a Redemption Price equal
to their principal amounts, less in each such case the amount of any




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26 credit against such payment received by the Company under Section 3B.02. Each
such Sinking Fund payment shall be applied to the redemption of Securities on
the specified Redemption Date as herein provided. Section 3B.02. Satisfaction of Sinking Fund Payments with Securities. The Company (1) may deliver Securities of the same Series (other than any Securities of such Series previously called for redemption pursuant to the Sinking Fund or theretofore applied as a credit against a Sinking Fund payment)
and (2) may apply as a credit Securities of the same Series redeemed at the
election of the Company pursuant to Section 3A.01 or through the operation of
the Sinking Fund in any period in excess of the minimum amount required for
such period under Section 3B.01 and not theretofore applied as a credit
against a Sinking Fund payment, in each case in satisfaction of all or any
part of any Sinking Fund payment required to be made pursuant to Section
3B.01. Each such Security so delivered or applied shall be credited for such
purpose by the Trustee at a Redemption Price equal to its principal amount or,
in the case of an Original Issue Discount Security, its then accreted value,
and the required amount of such Sinking Fund payment in respect of such Series
shall be reduced accordingly. Section 3B.03. Redemption of Securities for Sinking Fund. If in any year the Company shall elect to redeem in excess of the minimum
principal amount of Securities of any Series required to be redeemed pursuant
to Section 3B.01 or to satisfy all or any part of any Sinking Fund payment by
delivering or crediting Securities of the same Series pursuant to Section
3B.02, then at least 45 days prior to the date on which the Sinking Fund payment in question shall be due (or such shorter period as shall be approved by
the Trustee), the Company shall deliver to the Trustee an Officers Certificate specifying the amount of the Sinking Fund payment and the portions
thereof which are to be satisfied by payment of cash or such other Required
Currency, by delivery of Securities of such Series or by crediting Securities
of such Series, and, at least 45 days prior to the Sinking Fund payment date
(or such shorter period as shall be approved by the Trustee), will also deliver to the Trustee the Securities of such Series to be so delivered. Such
Officers Certificate shall also state that the Securities forming the basis
of any such credit do not include any Securities which have been redeemed
through the operation of the Sinking Fund in the minimum amount required under
Section 3B.01 or previously




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27 credited against any Sinking Fund payment. The Trustee shall, upon the receipt
of such Officers Certificate (or, if it shall not have received such an Officers Certificate at least 45 days prior to the Sinking Fund payment date,
then following such 45th day), select the Securities of such Series to be redeemed upon the next Sinking Fund payment date, in the manner specified in
Section 3A.04, 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
3A.05. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 3A.06, 3A.07
and 3A.08. ARTICLE 4 Covenants Section 4.01. Payment of Securities. The Company shall pay the principal of and interest on the Securities of each
Series on the dates and in the manner provided in the Securities and in this
Indenture. An installment of principal or interest shall be considered paid on
the date 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 at the respective rates
borne by such Securities or, in the case of Original Issue Discount Securities, at rates equal to the respective Yields to Maturity thereof; it shall
pay interest on overdue installments of interest at the respective rates borne
by such Securities to the extent lawful. Section 4.02. Maintenance of Office or Agency. Except as otherwise provided in the Authorizing Resolutions and/or supplemen
tal indenture (if any) relating to any Series, the Company will maintain in
the City of Detroit, Michigan, an office or agency where Securities may be
surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect to the
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the




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28 location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section 10.02. The Company may from time to time change such office or agency or designate
one or more other offices or agencies where the Securities of any Series or a
particular Series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, that no such
change, designation or rescission shall in any manner relieve the Company of
its obligation to maintain an office or agency for such purposes. The Company
will give prompt written notice to the Trustee of any such change, designation
or rescission and of any change in the location of any such office or agency. The Company hereby initially designates the Trustee in the City of Detroit,
Michigan, as an agency of the Company in accordance with Section 2.04. Section 4.03. Corporate Existence. Subject to Article 5 and Section 4.07, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each
material Subsidiary in accordance with the respective organizational documents
of each such Subsidiary and the rights (charter and statutory) and material
franchises of the Company and its material Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right or franchise, or the corporate existence of any material Subsidiary, if the Board of
Directors or management of the Company or such Subsidiary shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Subsidiaries, taken as a whole, and if the loss thereof
is not, and will not be, adverse in any material respect to the Holders. Section 4.04. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon
the income, profits or property of the Company or any Subsidiary and




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29 (2) all lawful claims for labor, materials and supplies which, if unpaid,
might by law become a material Lien upon the property of the Company or any
Subsidiary; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which appropriate provision has
been made. Section 4.05. Notice of Defaults. In the event that any Indebtedness of the Company or any of its Subsidiaries
is declared due and payable before its maturity because of the occurrence of
any default (or any event which, with notice or the lapse of time, or both,
shall constitute such default) under such Indebtedness, the Company will
promptly give written notice to the Trustee of such declaration. Section 4.06. Maintenance of Properties. Subject to Section 4.07, the Company will cause all material properties owned
by or leased to it or any Subsidiary and used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in normal
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company
may be necessary, so that the business carried on in connection therewith may
be properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company or any Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors or of the board of directors, board of trustees
or managing partners of the Subsidiary concerned, or of an officer (or other
agent employed by the Company or of any of its Subsidiaries) of the Company or
such Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Subsidiary, and if
such discontinuance or disposal is not disadvantageous in any material respect
to the Holders. Section 4.07. Liquidation. The Board of Directors or the stockholders of the Company may not adopt a
plan of liquidation which provides for, contemplates or the effectuation of




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30 which is preceded by (i) the sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company otherwise than substantially as an entirety (Article 5 of this Indenture being the Article which
governs any such sale, lease, conveyance or other disposition substantially as
an entirety) and (ii) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition and of the remaining assets of the Company to the holders of Capital Stock of the Company, unless the Company shall in connection with the adoption of such plan make provisions for, or agree that prior to making any liquidating distributions it
will make provisions for, the satisfaction of the Companys obligations hereunder and under the Securities of each Series as to the payment of principal
and interest. The Company shall be deemed to make provision for such payments
only if (a) the Company delivers in trust to the Trustee or Paying Agent
(other than the Company or a Subsidiary) (i) in the case of any Securities of
any Series denominated in United States dollars, an amount of cash sufficient
to pay principal of and interest on such outstanding Securities at their respective Stated Maturities or U.S. Government Obligations in an aggregate
principal amount equal to the unpaid principal amount of such Securities and
having maturities and interest payment dates that shall coincide, as nearly as
may be practicable, with the dates that the principal of and interest on such
Securities are due and (ii) in the case of any Securities of any Series denominated in any currency other than United States dollars, an amount of the Required Currency sufficient to pay principal of and interest on such outstanding Securities at their respective Stated Maturities or (b) there is an express assumption of the due and punctual payment of the Companys obligations
hereunder and under the Securities of each Series and the performance and observance of all covenants and conditions to be performed by the Company hereunder, by the execution and delivery of a supplemental indenture in form satisfactory to the Trustee by a person which acquires or will acquire (otherwise
than pursuant to a lease) a portion of the assets of the Company, and which
person will have assets (immediately after the acquisition) and aggregate net
earnings (for such persons four full fiscal quarters immediately preceding
the acquisition) equal to not less than the assets of the Company (immediately
preceding the acquisition) and the aggregate net earnings of the Company (for
its four full fiscal quarters immediately preceding such acquisition), respectively, and which is organized and existing under the laws of the United
States, any State thereof or the District of Columbia; provided, however, that
the Company shall not make any liquidating distribution until after the Company shall have certified




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31 to the Trustee with an Officers Certificate and an Opinion of Counsel at
least five days prior to the making of any liquidating distribution that it
has complied with the provisions of this Section 4.07. Section 4.08. Compliance Certificate. The Company shall deliver to the Trustee within 90 days after the end of each
fiscal quarter of the Company an Officers Certificate stating whether or not
the signers know of any Default or Event of Default by the Company that occurred during such fiscal quarter and whether all of the conditions and covenants of the Company have been complied with regardless of any period of grace
or requirement of notice provided under the Indenture. If they do know of such
a Default or Event of Default, the certificate shall describe the Default or
Event of Default, as the case may be, and its status. The first Officers Certificate to be delivered pursuant to this Section 4.08 shall be for the fiscal
quarter ending immediately after the Original Issue Date. Section 4.09. SEC Reports. (a) The Company shall file with the Trustee within 15 days after it files
them with the SEC 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 SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other
provisions of TIA (S) 314(a). (b) So long as the Securities of any Series remain outstanding, the Company
shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders to be mailed to the Holders of
Securities outstanding at their addresses appearing in the Security Register. Section 4.10. Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law or any usury law or
other law, which would prohibit or forgive the Company from paying all or any
portion of the principal of and/or interest on the Securities of any Series as
contemplated herein, wherever enacted, now or at any time hereafter in




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32 force, or which may affect the covenants or the performance of this Indenture;
and (to the extent that it may lawfully do so) the Company hereby expressly
waives all benefit or advantage of any such law, and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted. Section 4.11. Restrictions on Liens. The Company will not incur, create, assume or otherwise become liable in respect of any Indebtedness secured by a Lien, or guarantee any Indebtedness
with a guarantee which is secured by a Lien, on any Principal Domestic Property of the Company without effectively providing that the Securities of each
Series (together with, if the Company shall so determine, any other Indebtedness of the Company then existing or thereafter created ranking equally with
the Securities of each Series) shall be secured equally and ratably with (or,
at the option of the Company, prior to) such secured Indebtedness, so long as
such secured Indebtedness shall be so secured; provided, however, that this
Section 4.11 shall not apply to Indebtedness secured by: (1) Liens existing on the date of this Indenture; (2) Liens securing Indebtedness issued pursuant to the General Mortgage; (3) Permitted Liens; (4) Liens which require the consent of the holders of indebtedness issued
pursuant to the General Mortgage and such consent has been received in accordance with the General Mortage; (5) Liens which consist of pledges of indebtedness issued pursuant to the
General Mortgage to secure other indebtedness provided that the principal
amount of indebtedness so pledged shall not exceed the amount of the other
indebtedness secured thereby; (6) Liens in favor of governmental bodies to secure progress, advance or
other payments; (7) Liens existing on property, shares of stock or Indebtedness at the time
of acquisition thereof (including acquisition through lease, merger or consolidation) or Liens to secure the payment of all or any part of the purchase price thereof or the purchase price of construction, installation,
renovation, improvement or development thereon or thereof or to secure any
Indebtedness incurred prior to, at the time of, or within 360 days after the
later of the acquisition, completion of such construction, installation,
renovation,




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33 improvement or development or the commencement of full operation of such
property or within 360 days after the acquisition of such shares or Indebtedness for the purpose of financing all or any part of the purchase price
thereof; (8) Liens securing Indebtedness in an aggregate amount which, at the time
of incurrence and together with all outstanding Attributable Debt in respect
of Sale and Leaseback Transactions permitted by clause (y) of the second
paragraph of Section 4.12, does not exceed five percent of the Net Tangible
Assets of the Company; and (9) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Lien referred to in the
foregoing clauses (1) to (8) inclusive; provided, that such extension, renewal or replacement of such Lien is limited to all or any part of the same
property that secured the Lien extended, renewed or replaced (plus improvements on such property), and that such secured Indebtedness at such time is
not increased. If at any time the Company shall incur, create, assume or otherwise become
liable in respect of any Indebtedness secured by a Lien, or guarantee any Indebtedness with a guarantee which is secured by a Lien, on any Principal Domestic Property of the Company other than as permitted under clauses (1)
through (9) of this Section 4.11, the Company shall promptly deliver to the
Trustee (i) an Officers Certificate stating that the covenant of the Company
to secure the Securities equally and ratably with such secured Indebtedness
pursuant to this Section 4.11 has been complied with and (ii) an Opinion of
Counsel that such covenant has been complied with and that any instruments executed by the Company in performance of such covenant comply with the requirements of such covenant. Section 4.12. Restrictions on Sales and Leasebacks. The Company will not sell or transfer any Principal Domestic Property of the
Company, with the Company taking back a lease of such Principal Domestic Property of the Company (a Sale and Leaseback Transaction), unless (i) such
Principal Domestic Property of the Company is sold within 360 days from the
date of acquisition of such Principal Domestic Property of the Company or the
date of the completion of construction or commencement of full operations on
such Principal Domestic Property of the Company, whichever is later, or (ii)
the Company, within 120 days after such sale, applies or causes to be applied
to the retirement of Funded Debt of the Company (other than




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34 Funded Debt of the Company which by its terms or the terms of the instrument
pursuant to which it was issued is subordinate in right of payment to the Securities of each Series) an amount not less than the greater of (A) the net
proceeds of the sale of such Principal Domestic Property of the Company or (B)
the fair value (as determined in any manner approved by the Board of Directors) of such Principal Domestic Property of the Company. The provisions of this Section 4.12 shall not prevent a Sale and Leaseback
Transaction (x) if the lease entered into by the Company in connection therewith is for a period, including renewals, of not more than 36 months or (y) if
the Company would, at the time of entering into such Sale and Leaseback Transaction, be entitled, without equally and ratably securing the Securities, to
create or assume a Lien on such Principal Domestic Property securing Indebtedness in an amount at least equal to the Attributable Debt in respect of such
Sale and Leaseback Transaction pursuant to clause (8) of Section 4.11. ARTICLE 5 Successor Corporation Section 5.01. When Company May Merge, etc. The Company shall not consolidate with or merge with or into any other corporation or transfer all or substantially all of its properties and assets as an
entirety to any person, unless: (1) either the Company shall be the continuing person, or the person (if
other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and
assets of the Company as an entirety are transferred shall be a corporation
organized and existing under the laws of the United States or any State
thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the
Securities of each Series and this Indenture; (2) immediately before and immediately after giving effect to such transaction, no Event of Default and no Default shall have occurred and be continuing; and (3) the Company has 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 Article and that




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35 all conditions precedent herein provided for relating to such transactions
have been complied with. Notwithstanding the foregoing, any Subsidiary may consolidate with, merge
into or transfer all or part of its properties and assets to the Company or
any other Subsidiary or Subsidiaries. Section 5.02. Successor Corporation Substituted. Upon any consolidation or merger, or any transfer of all or substantially all
of the properties and assets of the Company in accordance with Section 5.01,
the successor corporation formed by such consolidation or into which the Company is merged 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 had been
named as the Company herein. ARTICLE 6 Default and Remedies Section 6.01. Events of Default. An Event of Default occurs if, with respect to any Series of Securities,
unless it is either inapplicable to a particular Series or it is specifically
deleted or modified in the Authorizing Resolution and/or supplemental indenture (if any) in respect of the Series, and upon any other events which may be
specified as Events of Default in the Authorizing Resolution and/or supplemental indenture (if any) in respect of such Series: (1) the Company defaults in the payment of interest on any Securities 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 any Securities
of such Series when the same becomes due and payable at its Maturity or otherwise or defaults in the deposit of any Sinking Fund installment in respect
of such Series, when and as payable by the terms of Section 3B.01 hereof; (3) the Company fails to comply with any of its other agreements contained
in the Securities of such Series or this Indenture (other than an agreement
relating exclusively to another Series of Securities) and the default continues for the period and after the notice specified below;




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36 (4) there shall be a default under any bond, debenture, note or other evidence of indebtedness for money borrowed 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 for money borrowed by the Company or
under any guarantee of payment by the Company of indebtedness for money bor
rowed, whether such indebtedness or guarantee now exists or shall hereafter
be created, and the effect of such default is to cause such indebtedness to
become due prior to its stated maturity; provided, however, that no default
under this clause (4) shall exist if all such defaults do not relate to such
indebtedness or such guarantees with an aggregate principal amount in excess
of $5,000,000 at the time outstanding; (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; (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 for all or substantially all of its properties, or (C) orders the liquidation of the Company, and in each case the order or decree remains unstayed and in effect for 60
days; or (7) final judgments for the payment of money which in the aggregate exceed $5,000,000 at the time outstanding shall be rendered against the Company by
a court of competent jurisdiction and shall remain undischarged for a period
(during which execution shall not be effectively stayed) of 60 days after
such judgment becomes final and nonappealable. The term Bankruptcy Law means Title 11, U.S. Code or any similar Federal or
state law for the relief of debtors. The term Custodian means any receiver,
trustee, assignee, liquidator, sequestrator or similar official under any
Bankruptcy Law.




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37 A Default under clause (3) is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in principal amount of the outstanding Securities of such Series notify the Company and the Trustee, of
the Default and the Company does not cure the Default within 30 days after receipt of the notice. The notice must specify the Default, demand that it be
remedied and state that the notice is a Notice of Default. When a Default is
cured, it ceases. Such notice shall be given by the Trustee if so requested by
the Holders of at least 25% in principal amount of the Securities of such Series then outstanding. Subject to the provisions of Sections 7.01 and 7.02, the Trustee shall not be charged with knowledge of any Event of Default unless written notice thereof
shall have been given to a Trust Officer at the corporate trust office of the
Trustee by the Company, the Paying Agent, any Holder or an agent of any Holder. Section 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(5) or (6)) with respect to Securities of any Series occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least
25% in principal amount of such Securities of such Series then outstanding
may, by notice to the Company and the Trustee, and the Trustee shall, upon the
request of such Holders, declare all unpaid principal (or, if such Securities
are Original Issue Discount Securities, such portion of the principal amount
as may then be payable on acceleration as provided in the terms thereof) and
accrued interest to the date of acceleration on all such Securities of such
Series then outstanding (if not then due and payable) to be due and payable
and, upon any such declaration, the same shall become and be immediately due
and payable. If an Event of Default specified in Section 6.01(5) or (6) occurs, all unpaid principal (or, if any Securities are Original Issue Discount
Securities, such portion of the principal amount as may then be payable on acceleration as provided in the terms thereof) and accrued interest on all Securities of every Series then outstanding shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the
Trustee or any Securityholder. Upon payment of such principal amount and interest, all of the Companys obligations under such Securities of such Series
and this Indenture with respect to such Securities of such Series, other than
obligations under Section 7.07, shall terminate. The Holders of a majority in
principal




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38 amount of the Securities of such Series then outstanding by notice to the
Trustee may rescind an acceleration and its consequences if (i) all existing
Events of Default, other than the nonpayment of the principal of the Securities of such Series which has become due solely by such declaration of acceleration, have been cured or waived, (ii) 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, (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iv) all payments due
to the Trustee and any predecessor Trustee under Section 7.07 have been made.
Anything herein contained to the contrary notwithstanding, in the event of any
acceleration pursuant to this Section 6.02, the Company shall not be obligated
to pay any premium in connection with any repayment arising from an Event of Default. 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 of or interest on the Securities of the Series as to which the Event
of Default shall have occurred or to enforce the performance of any provision
of such Securities or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the
Securities of the Series as to which the Event of Default shall have occurred
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 to the extent permitted by law. Section 6.04. Waiver of Past Defaults. Subject to Sections 6.07 and 9.02, the Holders of a majority in principal
amount of the outstanding Securities of a Series by written notice to the
Trustee may waive an existing Default or Event of Default and its consequences, except a Default in the payment of principal of or interest on any
such Security as specified in clauses (1) and (2) of Section 6.01. When a Default or Event of Default is waived, it is cured and ceases.




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39 Section 6.05. Control by Majority. The Holders of a majority in principal amount of the outstanding Securities of a Series (or, if more than one Series is affected, of all such Series voting as a single class) may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with any law or this Indenture that the Trustee determines may
be unduly prejudicial to the rights of another Securityholder, or that may involve the Trustee in personal liability; provided that the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction. Section 6.06. Limitation on Suits. A Securityholder may not pursue any remedy with respect to this Indenture or the Securities of the applicable Series unless: (1) the Holder gives to the Trustee written notice of a continuing Event of Default; (2) the Holders of at least 25% in principal amount of the outstanding Securities of the Series in respect of which the Event of Default has occurred
make a written request to the Trustee to pursue a remedy; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in principal amount of the outstanding Securities of such Series do not give the Trustee a direction which, in the opinion of the Trustee, is inconsistent with the request. A Holder of Securities of any Series may not use this Indenture to prejudice
the rights of any other Holders of Securities of that Series or to obtain a
preference or priority over any other Holders of Securities of that Series. Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and interest on the Security, on or
after the respective due dates expressed in such Security, or to bring suit
for




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40 the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder. Section 6.08. Collection Suit by Trustee. If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company or any
other obligor on the Securities of the Series in respect of which the Event of
Default has occurred for the whole amount of principal and accrued interest
remaining unpaid, together with interest overdue on principal or, in the case
of Original Issue Discount Securities, the then accreted value, and to the extent that payment of such interest is lawful, interest on overdue installments
of interest, in each case at the rate per annum borne by such Securities or,
in the case of Original Issue Discount Securities, at a rate equal to the
Yield to Maturity thereof, and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel. Section 6.09. Trustee May File Proofs of Claim. The Trustee 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 Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities), 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, and any Custodian
in any such judicial proceedings 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 Securityholders, 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. 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 of 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 proceeding.




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41 Section 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6 with
respect to Securities of a Series, it shall pay out the money or property in
the following order: First: to the Trustee for amounts due under Section 7.07; Second: to Holders for amounts due and unpaid on the Securities of such Series in respect of which monies have been collected for principal and interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal and interest, respectively; and Third: to the Company. The Trustee, upon prior written notice to the Company, may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court
in its discretion may assess reasonable costs, including reasonable attorneys
fees, against any party litigant in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant
to Section 6.07, or a suit by any Holder or a group of Holders of more than
10% in principal amount of the outstanding Securities of all Series (or, if
the matter in issue does not relate to all Series of Securities, then the
Holders of 10% in principal amount of the outstanding Securities of all Series
to which such issue relates) (treated as a single class). ARTICLE 7 Trustee Section 7.01. Duties of Trustee. (a) The Trustee, except during the continuance of an Event of Default known
to it pursuant to Section 6.01, undertakes to perform such duties and




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42 only such duties as are specifically set forth in this Indenture. If an Event
of Default known to the Trustee pursuant to Section 6.01 has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture and use the same degree of care and skill in their exercise as a prudent 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 known to the Trustee pursuant to Section 6.01: (1) the Trustee need perform only those duties as are specifically set forth in this Indenture and no others and no implied covenants or obligations 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; however, the Trustee
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 paragraphs (a) and (b) of this Section 7.01; (2) the Trustee shall not be liable for any error of judgement 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. (d) 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. (e) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.




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43 (f) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree with the Company in writing. Money held in
trust by the Trustee need not be segregated from other funds except to the extent required by law. Section 7.02. Right of Trustee. Subject to Section 7.01: (a) the Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person; the Trustee need not
investigate any fact or matter stated in the document; (b) before the Trustee acts or refrains from acting, it may require an Officers Certificate or an Opinion of Counsel, which shall conform to Section
10.05; the Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such certificate or opinion; (c) the Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due
care; (d) the Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within
its rights or powers; (e) the Trustee may consult with counsel and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and
protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel; and (f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the
Holders, including, without limitation, the duties, rights and powers specified in Section 6.02 hereof, unless such Holders have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by the Trustee in compliance with such request or
action. Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Agent may
do the same with like rights. However, the Trustee is subject to Sections 7.10
and 7.11.




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44 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
recitals contained in this Indenture or for the Companys use of the proceeds from the Securities of any Series, and it shall not be responsible for any
statement in the Securities of any Series, or in any prospectus used to sell
the Securities of any Series, other than its certificate of authentication. Section 7.05. Notice of Defaults. If a Default or an Event of Default occurs and is continuing with respect of any Series of Securities, and if it is actually known to the Trustee pursuant
to Section 6.01 hereof, the Trustee shall mail to each Holder of the Securities of such Series notice of the Default or Event of Default within 60 days
after it occurs. Except in the case of a Default or an Event of Default in
payment of principal of or interest on any Security or in the payment of any
Sinking Fund installment, the Trustee may withhold such notice if and so long
as a committee of its Trust Officers in good faith determines that withholding
the notice is in the interest of Securityholders. Section 7.06. Reports by Trustee to Holders. The Trustee shall transmit to the Holder such reports concerning, among other things, the Trustee and its action under this Indenture as may be required
pursuant to the TIA at the time and in compliance with TIA(S)313(a). The
Trustee also shall comply with TIA(S)313(b)(2) and 313(c). A copy of each such report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange, if any, on which the Securities of any Series are listed. The Company shall notify the Trustee if the Securities of any Series become listed on any stock exchange. Section 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing by the Company and the Trustee. The Trustees
compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Company shall reimburse the Trustee upon




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45 request for all reasonable disbursements, expenses and advances incurred or
made by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustees agents and counsel. The Company shall indemnify the Trustee for, and hold it harmless against, any loss or liability incurred by it in connection with the administration of
this trust and its duties hereunder, including the reasonable expenses of defending itself against any claim of liability arising hereunder. The Trustee
shall notify the Company promptly of any claim asserted against the Trustee
for which it may seek indemnity. The Company need not pay for any settlement
made without its written consent, which consent shall not be unreasonably
withheld. The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith. To secure the Companys payment obligations in this Section 7.07, the Trustee
shall have a lien prior to the Securities of each Series on all money or property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust, pursuant to Section 8.01 or by the Paying
Agent, to pay principal of or interest on particular Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration
under any Bankruptcy Law. Section 7.08. Replacement of Trustee. The Trustee may resign by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of all Series
(voting as a single class) may remove the Trustee by so notifying the Trustee
in writing and may appoint a successor Trustee with the Companys consent. The
Company may remove the Trustee 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 becomes incapable of acting.




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46 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the Securities of all Series (voting as a single class) may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer, after payment of all sums then owing to the Trustee
pursuant to Section 7.07, all property held by it as Trustee to the successor
Trustee, subject to the lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Securityholder. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the outstanding Securities of all
Series (voting as a single class) 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. Any successor Trustee shall comply
with TIA (S) 310(a)(5). Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Companys obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee. Section 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation,
the resulting, surviving or transferee corporation without any further act
shall be the successor Trustee.




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47 Section 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA (S) 310(a)(1). 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 (S) 310(b), including the provision permitted by the second sentence of TIA (S) 310(b). Section 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA (S) 311(a), excluding from the operation of (S) 311(a) any creditor relationship listed in TIA (S) 311(b). A Trustee who
has resigned or been removed shall be subject to TIA (S) 311(a) to the extent
indicated. ARTICLE 8 Discharge of Indenture Section 8.01. Termination of Companys Obligations. The Company may terminate its obligations under the Securities of any Series and this Indenture with respect to such Series, except those obligations referred to in the immediately succeeding paragraph, (a) if all Securities of
such Series previously authenticated and delivered (other than destroyed, lost
or stolen Securities of such Series which have been replaced or paid or Securities of such Series for whose payment money or securities have theretofore
been held in trust and thereafter repaid to the Company, as provided in Section 8.03) have been delivered to the Trustee for cancellation and the Company
has paid all sums payable by it hereunder, or (b) if, following the date on
which the Company shall have given notice to the Trustee of its intention to
defease all of the Securities of such Series, the Company has irrevocably deposited or caused to be deposited with the Trustee or a Paying Agent (other
than the Company or a Subsidiary), under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee and any such Paying Agent, as trust funds in trust solely for the benefit of the Holders for
that purpose, (i) in the case of any Securities of any Series denominated in
United States dollars, an amount of cash sufficient to pay principal of and
interest on such outstanding Securities at their respective Stated Maturities,
or direct non-callable obligations of, or non-callable obligations guaranteed
by, the United States of America for the payment of which guarantee or obligation the full faith and




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48 credit of the United States is pledged, including but not limited to depository receipts issued by a bank as custodian with respect to any such security
held by the custodian for the benefit of the holder of such depository receipt
(U.S. Government Obligations), maturing as to principal and interest in such
amounts and at such times as are sufficient without consideration of any reinvestment of such interest, to pay principal of and interest on such outstanding Securities at their respective Stated Maturities and (ii) in the case of
any Securities of any Series denominated in any currency other than United
States dollars, an amount of the Required Currency sufficient to pay principal
of and interest on such outstanding Securities at their respective Stated Maturities; provided that the Trustee or such Paying Agent shall have been irrevocably instructed to apply such cash, the proceeds of such U.S. Government
Obligations or the Required Currency, as the case may be, to the payment of
said principal and interest with respect to the Securities of such Series; and
provided further, that if such irrevocable deposit in trust with the Trustee
of cash, U.S. Government Obligations or the Required Currency, as the case may
be, is made on or prior to one year from the Stated Maturity for payment of
principal of the Securities of the applicable Series, the Company shall have
delivered to the Trustee either an Opinion of Counsel with no material qualifications in form and substance satisfactory to the Trustee to the effect that
Holders of such Securities (i) will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit (and the defeasance
contemplated in connection therewith) and (ii) will be subject to Federal income tax on the same amounts and in the same manner and at the same times as
would have been the case if such deposit and defeasance had not occurred, or
an applicable favorable ruling to that effect received from or published by
the Internal Revenue Service. Notwithstanding the foregoing paragraph, the Companys obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 7.08, 8.03 and 8.04, and
except as otherwise provided in the Authorizing Resolution and/or the supplemental indenture (if any) in respect of any Series, shall survive until the
Securities are no longer outstanding. Thereafter, the Companys obligations in
Sections 7.07, 8.03 and 8.04 shall survive. After any such irrevocable deposit the Trustee upon request shall acknowledge in writing the discharge of the Companys obligations under the Securities of
the applicable Series and this Indenture with respect to such Series except
for those surviving obligations specified above.




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49 Section 8.02. Application of Trust Money. The Trustee or Paying Agent shall hold in trust cash, U.S. Government Obligations or the Required Currency, as the case may be, deposited with it pursuant
to Section 8.01, and shall apply the deposited cash, the money from U.S. Government Obligations or the Required Currency, as the case may be, in accordance with this Indenture to the payment of principal of and interest on the Securities. Section 8.03. Repayment to Company. Subject to Section 8.01, the Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money held by them at any time. Subject
to the provisions of applicable law, the Trustee and the Paying Agent shall
pay to the Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years; provided, however,
the Trustee or such Paying Agent before being required to make any payment may
at the expense of the Company cause to be published once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that, after a date
specified therein which shall be at least 30 days from the date of such publication or mailing, any unclaimed balance of such money then remaining will be
repaid to the Company. After payment to the Company, the Trustee shall be released from all further liability with respect to such money and
Securityholders entitled to money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another
person. Section 8.04. Reinstatement. If the Trustee or Paying Agent is unable to apply any cash, U.S. Government Obligations or the Required Currency, as the case may be, 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 (with respect to the applicable Series) and the Securities of the applicable 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 cash, U.S. Government Obligations and Required
Currency, as the case may be, in accordance with Section 8.01;




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50 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 cash, U.S. Government Obligations or the Required Currency, as the case may be, held by the Trustee or
Paying Agent. Section 8.05. Indemnity for U.S. Government Obligations. The Company shall pay, and shall indemnify the Trustee against, any tax, fee or other charge imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 8.01 or the principal and interest received on
such U.S. Government Obligations. ARTICLE 9 Amendments, Supplements and Waivers Section 9.01. Without Consent of Holders. The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of any Series without notice to
or consent of any Securityholder: (1) to cure any ambiguity, defect or inconsistency; (2) to comply with Article 5; (3) to provide for uncertificated Securities in addition to certificated Securities; (4) to secure the Securities in connection with Section 4.11; (5) to make any change that does not adversely affect the rights of any Securityholder of such Series; (6) to provide for the issuance and the terms of any particular Series of Securities, the rights and obligations of the Company and the Holders of the
Securities of such Series, the form or forms of the Securities of such Series and such other matters in connection therewith as the Board of Directors of the Company shall consider appropriate, including, without limitation, provisions for (a) additional or different covenants, restrictions or
conditions applicable to such Series, (b) additional or different Events of
Default in respect of such Series, (c) a longer or shorter period of grace
and/or notice in respect of any provision applicable to such Series than is
provided in Section 6.01, (d) immediate enforcement of any Event of Default
in respect




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51 of such Series or (e) limitations upon the remedies available in respect of
any Events of Default in respect of such Series or upon the rights of the
holders of Securities of such Series to waive any such Event of Default;
provided, that this paragraph (6) shall not be deemed to require the execution of a supplemental indenture to provide for the issuance of any Series
of Securities unless the same shall be provided for in the Authorizing Resolution relating thereto; or (7) to provide for a separate Trustee for one or more Series. Section 9.02. With Consent of Holders. Subject to Section 6.07, with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of all Series affected thereby (voting as a single class), the Company, when authorized by a
Board Resolution, and the Trustee may amend or supplement this Indenture or
such Securities without notice to any Securityholder. Subject to Section 6.07,
the Holders of a majority in principal amount of the outstanding Securities of
all Series affected thereby (voting as a single class) may waive compliance by
the Company with any provision of this Indenture or such Securities without
notice to any Securityholder; provided, that, only the holders of a majority
in principal amount of Securities of a particular Series may waive compliance
with a provision of this Indenture or the Securities of such Series having applicability solely to such Series. However, without the consent of each Securityholder affected, an amendment, supplement or waiver, including a
waiver pursuant to Section 6.04, may not: (1) reduce the amount of Securities of such Series or all Series (voting as a single class), as the case may be, whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate or change the Stated Maturity for payment of interest on any Security; (3) reduce the principal or any premium payable upon the redemption of or change the Stated Maturity of any Security; (4) waive a Default in the payment of the principal of or interest on any Security; (5) make any changes in Section 6.04, 6.07 or the third sentence of this Section 9.02; or (6) make any Security payable in money other than that stated in the Security.




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52 A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular Series of Securities, or which modifies the
rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under the
Indenture of the Holders of Securities of any other Series. It shall not be necessary for the consent of the Holders under this Section
to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture. Section 9.03. Compliance with Trust Indenture Act. Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA as then in effect. Section 9.04. Revocation and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of such Security or portion of such Security that evidences the same debt as the consenting Holders Security, even if notation of the consent is not made on any
Security. However, any such Holder or subsequent Holder may revoke in writing
the consent as to his Security or portion of a Security. Such revocation shall
be effective only if the Trustee receives the written notice of revocation before the date the amendment, supplement or waiver 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 which shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then notwithstanding the lastp
two sentences 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




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53 waiver or to revoke any consent previously given, whether or not such persons
continue to be Holders after such record date. No such consent shall be valid
or effective for more than 90 days after such record date. After an amendment, supplement or waiver becomes effective, it shall bind every Holder of a Security of such Series, 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 bind each Holder of a Security who has consented to
it and every subsequent Holder of a Security or portion of a Security of the
same Series that evidences the same debt as the consenting Holders Security. Section 9.05. Notation On or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require the Holder of the Security 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 determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security of the same Series that
reflects the changed terms. Section 9.06. Trustee to Sign Amendments, etc. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officers Certificate and an Opinion of Counsel stating that
the execution of any amendment, supplement or waiver authorized pursuant to
this Article 9 is authorized or permitted by this Indenture. The Trustee may,
but shall not be obligated to, execute any such amendment, supplement or
waiver which affects the Trustees own rights, duties or immunities under this
Indenture or otherwise. ARTICLE 10 Miscellaneous Section 10.01. 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 provision shall control.




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54 Section 10.02. Notices. Any notice or communication shall be sufficiently given if in writing and delivered in person or mailed by first-class mail addressed as follows: if to the Company: ANR Pipeline Company
c/o The Coastal Corporation
Coastal Tower
Nine Greenway Plaza
Houston, Texas 77046-0995
Attention: Director, Financial Administration if to the Trustee: Comerica Bank
411 West Lafayette, MC 3461
Detroit, Michigan 48226
Attention: Corporate Trust Department The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications. Any notice or communication mailed to a Securityholder shall be mailed to him
at his address as it appears on the Security Register and shall be sufficiently given
to him 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.
Except for a notice to the Trustee, which is deemed given only when received,
if a notice or communication is mailed in the manner provided above, it is
duly given, whether or not the addressee receives it. Section 10.03. Communications by Holders With Other Holders. Securityholders may communicate pursuant to TIA (S) 312(b) with other
Securityholders with respect to their rights under this Indenture or the Securities
of an applicable Series. The Company, the Trustee, the Registrar and
any other person shall have the protection of TIA (S) 312(c). The Depository
may grant proxies and otherwise authorize the beneficial owners of the Global
Securities to give or take any act which a Holder is entitled to take under
the Indenture.




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55 Section 10.04. 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 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 stating that, in the opinion of such counsel, all
such conditions precedent have been complied with. Section 10.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture, other than the Officers Certificate required by Section 4.08, 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
condition or covenant has been complied with; provided, however, that with
respect to matters of fact an Opinion of Counsel may rely on an Officers
Certificate or certificates of public officials. Section 10.06. Rules by Trustee, Paying Agent, Registrar. The Trustee may make reasonable rules for action by or at a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules for its functions. Section 10.07. Legal Holidays. A Legal Holiday is a Saturday, a Sunday or a day on which banking institutions in
New York, New York or Detroit, Michigan are not required to be open. If a payment date
is a Legal Holiday at a place of payment, payment




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56 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 10.08. 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 10.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any of its Subsidiaries. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture. Section 10.10. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations 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 Securityholder by accepting a Security
waives and releases all such liability. Section 10.11. 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 10.12. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. Section 10.13. Separability. In case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and
a Holder shall have no claim therefor against any party hereto.




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57  Section 10.14.
    Action of Holders when Securities are Denominated in Different
Currencies. Whenever any action is to be taken hereunder by the Holders of two or more
Series of Securities denominated in different currencies, then, for the purposes
of determining the principal amount of Securities held by such Holders,
the aggregate principal amount of the Securities denominated in a currency
other than United States dollars shall be deemed to be that amount of United
States dollars that could be obtained for such principal amount on the basis
of the spot rate of exchange for such currency as determined by the Company or
by an authorized exchange rate agent and evidenced to the Trustee by an Officers
Certificate as of the date the taking of such action by the Holders of
the requisite percentage in principal amount of the Securities is evidenced to
the Trustee. An exchange rate agent may be authorized in advance or from time
to time by the Company, and may be the Trustee or its Affiliate. Any such determination
by the Company or by any such exchange rate agent shall be conclusive and
binding on all Holders and the Trustee, and neither the Company nor
such exchange rate agent shall be liable therefor in the absence of bad faith. Section 10.15. Monies of Different Currencies to be Segregated. The Trustee shall segregate monies, funds, and accounts held by the Trustee
hereunder in one currency from any monies, funds or accounts in any other currencies,
notwithstanding any provision herein which would otherwise permit the
Trustee to commingle such amounts. Section 10.16. Payment to be in Proper Currency. Each reference in any Security, or in the Authorizing Resolution and/or supplemental
indenture, if any, relating thereto, to any currency shall be of the
essence. In the case of any Security denominated in any currency (the Required
Currency) other than United States dollars, except as otherwise provided
therein or in the related Authorizing Resolution and/or supplemental indenture,
if any, the obligation of the Company to make any payment of principal of
or interest thereon shall not be discharged or satisfied by any tender
by the Company, or recovery by the Trustee, in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result
in the Trustee timely holding the full amount of the Required Currency.
The costs and risks of any such exchange, including without limitations, the      58 risks of delay and exchange rate fluctuation, shall be borne by the Company;
the Company shall remain fully liable for any shortfall or delinquency in the
full amount of Required Currency then due and payable, and in no circumstances
shall the Trustee be liable therefor. The Company hereby waives any defense of
payment based upon any such tender or recovery which is not in the Required
Currency, or which, when exchanged for the Required Currency by the Trustee,
is less than the full amount of Required Currency then due and payable.




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59 SIGNATURES In Witness Whereof, the parties hereto have caused this Indenture to be duly
executed, and their respective corporate seals to be hereunto affixed and attested,
all as of the date first written above. ANR Pipeline Company[SEAL]By:
    /s/ David A. ArledgeName:
    David A. ArledgeTitle:
    Senior Executive Vice President  Attest:
    /s/ Austin M. OToole
Name: Austin M. OToole
Title: Senior Vice President
and Assistant Secretary Comerica BankBy:
    /s/ James KowalskiName:
    James KowalskiTitle:
    Trust Administrator




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EXHIBIT A [Form of Face of Security] [The following is to be included if the Security is an Original Issue Discount Security:] [FOR PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF
1986, AS AMENDED: (I) THE ISSUE DATE OF THIS SECURITY IS            ; (II) THE YIELD
TO MATURITY IS            %; (III) THE ORIGINAL ISSUE DISCOUNT PER $            FACE AMOUNT
AT WHICH THE SECURITY IS ISSUED IS $            ; AND (IV) THE [EXACT] [APPROXIMATE]
METHOD HAS BEEN USED TO DETERMINE YIELD FOR THE ACCRUAL PERIOD BEGINNING
AND ENDING            AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT PER $            FACE
AMOUNT ALLOCABLE TO THE ACCRUAL PERIOD BEGINNING            AND ENDING            IS
$            ]. ANR Pipeline Company
[Title of Security] RATE OF INTEREST
    
    MATURITY DATE
    
    ORIGINAL ISSUE DATE
   No. ANR Pipeline Company, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the Company), for value received,
hereby promises to pay to            or registered assigns, the principal
sum of            on the Maturity Date shown above, and to pay interest thereon, at
the annual rate of interest shown above, from the Original Issue Date shown
above or from the most recent Interest Payment Date (as hereinafter defined)
to which interest has been paid or duly provided for, payable semi-annually on
           and            of each year and at maturity (an Interest Payment Date),
commencing on the first such date after the Original Issue Date, except that
if the Original Issue Date is on or after a




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A-2 Regular Record Date but before the next Interest Payment Date, interest payments
will commence on the second Interest Payment Date following the Original
Issue Date. [reference to currency[ies] of payment and currency exchange arrangements, if
applicable.] The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the person
in whose name this [name of Security] is registered at the close of business
on the Regular Record Date for any such Interest Payment Date, which shall be
the fifteenth calendar day (whether or not a Business Day) preceding the applicable
Interest Payment Date. Any such interest not so punctually paid or
duly provided for, and any interest payable on such defaulted interest (to the
extent lawful), will forthwith cease to be payable to the Holder on such Regular
Record Date and shall be paid to the person in whose name this [name of
Security] is registered at the close of business on a special record date for
the payment of such defaulted interest to be fixed by the Company, notice of
which shall be given to Holders of [name of Series] not less than 15 days
prior to such special record date. Payment of the principal of and interest on
this [name of Security] will be made at the agency of the Company maintained
for that purpose in [New York, New York or other place of payment] and at any
other office or agency maintained by the Company for such purpose, in [reference
to United States dollars or other currency of payment]; provided, however,
that at the option of the Company payment of interest, other than interest
due on the Maturity Date, may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Security Register.
[Include the following, if applicable:] Payments on the Maturity Date will be
made in immediately available funds against presentment of this [name of Security]. Reference is hereby made to the further provisions of this [name of Security]
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this [name of
Security] shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.




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A-3 In Witness Whereof, ANR Pipeline Company has caused this instrument to be executed
in its corporate name by the facsimile signature of its duly authorized
officers and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. ANR Pipeline CompanyBy:[Title of Officer] Attest: [Assistant] Secretary
 DATED: Trustees Certificate of Authentication This is one of the [name of Series] referred to in the within-mentioned Indenture. Comerica BankBy:Authorized Signatory




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A-4 [Reverse Side] ANR Pipeline Company
[Name of Security] This [name of Security] is one of a duly authorized issue of [name of Securities]
of the Company (which term includes any successor corporation under the
Indenture hereinafter referred to) designated as its [title of Series] (the
"[name of Series]),            issued or to be issued pursuant to an Indenture,
dated as of            , 1993 (the Indenture), between the Company and
Comerica Bank, as Trustee (the Trustee, which term includes any successor
trustee under the Indenture); and under [reference to Authorizing Resolution
and/or supplemental indenture (if any) relating to the Series]. The terms of
this [name of Security] include those stated in the Indenture and [reference
to Authorizing Resolution and/or supplemental indenture (if any) relating to
the Series] and those made part of the Indenture by reference to the Trust Indenture
Act of 1939, as in effect on the date of the Indenture. Reference is
hereby made to the Indenture and all [further] supplemental indentures thereto
for a statement of the respective rights, limitation of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders and of the
terms upon which the [name of Security] are, and are to be, authenticated and
delivered. This [name of Series] is a Series of Securities issued or to be issued by the
Company under the Indenture, and this Series is limited in aggregate principal
amount to $           . The Indenture provides that the Securities of the Company referred
to therein (Securities), including the [name of Series], may be issued
in one or more Series, which different Series may be issued in such aggregate
principal amounts and on such terms (including, but not limited to,
terms relating to interest rate or rates, provisions for determining such interest
rate or rates and adjustments thereto, maturity, redemption (optional
and mandatory), sinking fund, covenants and Events of Default) as may be provided
in or pursuant to the Authorizing Resolutions and/or supplemental indenture
(if any) relating to the several Series. [The following to be included if the Securities are not redeemable prior to
maturity.] This [name of Security] may not be redeemed prior to its Maturity Date.




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A-5 [The following paragraph, or other appropriate redemption provisions, to be
included if the Securities are Redeemable Securities:] The [name of Series] are subject to redemption upon not less than 30 nor more
than 60 days notice by mail, [the following clause to be included if there is
a Sinking Fund:] [ (1) on [annual Sinking Fund Redemption Date] in each year
commencing with the year [year of first Sinking Fund payment] through operation
of the Sinking Fund at a Redemption Price equal to their principal amount
and (2)] [at any time or from time to time] in whole or in part, at the election
of the Company at a Redemption Price equal to the percentage set forth
below of the principal amount to be redeemed for the respective twelve-month
periods beginning [            ] of the years indicated: [Schedule of Redemption Prices] and thereafter at 100% of the principal amount thereof, together in each case
with accrued interest to the Redemption Date. [The following paragraph, or other appropriate Sinking Fund provision, to be
included if there is a Sinking Fund for the Series:] The Sinking Fund provides for the redemption on [first Sinking Fund Redemption
Date] and on [annual Sinking Fund Redemption Date] in each year thereafter
through [year of final Sinking Fund date] of not less than [minimum required
Sinking Fund redemption amount] principal amount nor more than [maximum
permitted Sinking Fund redemption amount] principal amount of [name of Series].
[name of Series] purchased, acquired or redeemed by the Company otherwise
than by redemption through the Sinking Fund may be credited against Sinking
Fund requirements to the extent not previously so credited.




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A-6 [The following paragraph to be included if the Securities are Redeemable Securities or Sinking Fund Securities:] If an event of redemption of this [name of Security] in part only, a new
[name of Security] or [name of Series] for the unredeemed portion hereof shall
be issued in the name of the Holder hereof upon the surrender hereof. [The following paragraph to be included if the Securities are not Original
Issue Discount Securities:] If an Event of Default, as defined in the Indenture and in the Authorizing
Resolution and/or supplemental indenture (if any) relating to the [name of Series]
(if there shall be any additional Events of Default specified in respect
of the [name of Series]), shall occur and be continuing, the principal of all
the [name of Series] may be declared due and payable in the manner and with
the effect provided in the Indenture. [If the Securities are Original Issue Discount Securities, insert schedule as
to amounts which are payable on acceleration under Section 6.02 and provable
in bankruptcy under Section 6.09 from time to time.] The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the [name of Series] under the Indenture
at any time by the Company and the Trustee with the consent of the Holders
of a majority in aggregate principal amount of the Securities affected
thereby, voting as a single class (which may include the [name of Series]), at
the time outstanding. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Securities
at the time outstanding to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this [name of
Security] shall be conclusive and binding upon such Holder and upon all future
Holders of this [name of Security] and of any [name of Security] issued upon
the registration of transfer hereof or in exchange herefor in lieu hereof,
whether or not notation of such consent or waiver is made upon this [name of
Security]. The Indenture provides that no Holder may pursue any remedy under the Indenture
unless the Trustee shall have failed to act after notice of an Event of




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A-7 Default and written request by Holders of at least 25% in principal amount of
the [name of Securities] of the applicable Series and the offer to the Trustee
of indemnity satisfactory to it; however, such provision does not affect the
right to sue for enforcement of any overdue payment on any Security. No reference herein to the Indenture and no provision of this [name of Security]
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this [name of Security] at the times, places and rates, and in the coin or
currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this [name of Security] is registrable in the Security
Register upon surrender of this [name of Security] for registration of transfer
at the agency of the Company provided for that purpose duly endorsed by,
or accompanied by a written instrument of transfer in substantially the form
accompanying this [name of Security] duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new [name
of Series], of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. The [name of Series] are issuable only in registered form without coupons in
denominations of [currency and minimum denomination] and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, the [name of Series] are exchangeable for a like aggregate
principal amount of [name of Series] of a different authorized denomination,
as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable
upon exchanges pursuant to Section 2.11, 3A.08 or 9.05 in which case such
transfer taxes or similar governmental charges shall be paid by the Company). Prior to due presentment of this [name of Security] for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this [name of Security] is registered as
the




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A-8 owner hereof for all purposes, whether or not this [name of Security] be overdue,
and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary. [Reference to Foreign Currencies] All terms used in this [name of Security] which are defined in the Indenture
shall have the meanings assigned to them in the Indenture. Customary abbreviations may be used in the name of a [name of Security]
holder or any assignee, such as: TEN COM ( = tenants in common), TEN ENT
( = tenants by the entireties), JT TEN ( = joint tenants with right of survivorship
and not as tenants in common), CUST ( = Custodian) and U/G/M/A
( = Uniform Gifts to Minors Act). The Company will furnish to any [name of Security] holder of record, upon
written request, without charge, a copy of the Indenture. Requests may be made
to: ANR Pipeline Company, c/o The Coastal Corporation, Coastal Tower, Nine
Greenway Plaza, Houston, Texas 77046-0995, Attention: Corporate Secretary.




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A-9 ASSIGNMENT FORM If you the holder want to assign this [name of Security], fill in the form
below and have your signature guaranteed: I or we assign and transfer this [name of Security] to:       (PRINT OR TYPE NAME, ADDRESS AND ZIP CODE AND
SOCIAL SECURITY OR TAX ID NUMBER OF ASSIGNEES) and irrevocably appoint,  agent to transfer this
[name of Security] on the books of the Company. The agent may substitute another
to act for him. Dated:
        
    
    Signed:(SIGN EXACTLY AS NAME APPEARS ON THE
OTHER SIDE OF THIS [NAME OF SECURITY] )
  SIGNATURE GUARANTEE:
    __________________________________________________________ Notice: Signature(s) must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company.