Exhibit 4.1 - Form of Senior Debt Indenture


    Exhibit 4.1

    
 

    
      

      

    

     

     

    FRONTIER
      OIL CORPORATION

     

    


     

    GUARANTORS

     

    Named
      Herein

     

    


     

    AND

     

    [
      ]

     

    


     

    Trustee

     

    ____________________________________________

     

    


     

    INDENTURE

     

    


     

    DATED
      AS OF __________________________, 200___

     

    


     

    


     

    ____________________________________________

     

    


     

    SENIOR
      DEBT SECURITIES

     

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    


    FRONTIER
      OIL CORPORATION

    RECONCILIATION
      AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED
      AS
      OF ________________, 200___

     

    

      
        	
                TRUST
                  INDENTURE ACT SECTION 

              	
                INDENTURE
                  SECTION

              
	
                Section
                  310(a)(1)

              	
                6.9

              
	 	
                (a)(2)

              	
                6.9

              
	 	
                (a)(3)

              	
                Not
                  Applicable

              
	 	
                (a)(4)

              	
                Not
                  Applicable

              
	 	
                (a)(5)

              	
                6.9

              
	 	
                (b)

              	
                6.8

              
	
                Section
                  311

              	
                6.13

              
	
                Section
                  312(a)

              	
                7.1,
                  7.2(a)

              
	 	
                (b)

              	
                7.2(b)

              
	 	
                (c)

              	
                7.2(c)

              
	
                Section
                  313(a)

              	
                7.3

              
	 	
                (b)

              	
                *

              
	 	
                (c)

              	
                *

              
	 	
                (d)

              	
                7.3

              
	
                Section
                  314(a)

              	
                7.4

              
	 	
                (a)(4)

              	
                10.5

              
	 	
                (b)

              	
                Not
                  Applicable

              
	 	
                (c)(1)

              	
                1.3

              
	 	
                (c)(2)

              	
                1.3

              
	 	
                (c)(3)

              	
                Not
                  Applicable

              
	 	
                (d)

              	
                Not
                  Applicable

              
	 	
                (e)

              	
                1.3

              
	
                Section
                  315(a)

              	
                6.1(a)

              
	 	
                (b)

              	
                6.2

              
	 	
                (c)

              	
                6.1(b)

              
	 	
                (d)

              	
                6.1(c)

              
	 	
                (d)(1)

              	
                6.1(a)(1)

              
	 	
                (d)(2)

              	
                6.1(c)(2)

              
	 	
                (d)(3)

              	
                6.1(c)(3)

              
	 	
                (e)

              	
                5.14

              
	
                Section
                  316(a)

              	
                1.1,
                  1.2

              
	 	
                (a)(1)(A)

              	
                5.2,
                  5.12

              
	 	
                (a)(1)(B)

              	
                5.13

              
	 	
                (a)(2)

              	
                Not
                  Applicable

              
	 	
                (b)

              	
                5.8

              
	 	
                (c)

              	
                1.5(f)

              
	
                Section
                  317(a)(1)

              	
                5.3

              
	 	
                (a)(2)

              	
                5.4

              
	 	
                (b)

              	
                10.3

              
	
                Section
                  318(a)

              	
                1.8

              


      

    

    


    NOTE:
      This reconciliation and tie shall not, for any purpose, be deemed to be a part
      of the Indenture.

     

    *
      Deemed
      included pursuant to Section 318(c) of the Trust Indenture Act

     

     

    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

    PARTIES

     

    RECITALS
      OF THE COMPANY:

     

    ARTICLE
      ONE
      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

    Section
      1.1. Definitions. 

    Section
      1.2. Incorporation
      by Reference of Trust Indenture Act. 

    Section
      1.3. Compliance
      Certificates and Opinions. 

    Section
      1.4. Form
      of
      Documents Delivered to Trustee. 

    Section
      1.5. Acts
      of
      Holders; Record Dates. 

    Section
      1.6. Notices,
      Etc., to Trustee, Company and Guarantors. 

    Section
      1.7. Notice
      to
      Holders; Waiver. 

    Section
      1.8. Conflict
      with Trust Indenture Act. 

    Section
      1.9. Effect
      of
      Headings and Table of Contents. 

    Section
      1.10. Successors
      and Assigns. 

    Section
      1.11. Separability
      Clause. 

    Section
      1.12. Benefits
      of Indenture. 

    Section
      1.13. Governing
      Law. 

    Section
      1.14. Legal
      Holidays. 

    Section
      1.15. Securities
      in a Composite Currency, Currency Unit or Foreign Currency. 

    Section
      1.16. Payment
      in Required Currency; Judgment Currency. 

    Section
      1.17. Language
      of Notices, Etc. 

    Section
      1.18. Incorporators,
      Shareholders, Officers and Directors of the Company and the Guarantors Exempt
      from Individual Liability. 

     

    ARTICLE
      TWO
      SECURITY
      FORMS

    Section
      2.1. Forms
      Generally. 

    Section
      2.2. Form
      of
      Face of Security. 

    Section
      2.3. Form
      of
      Reverse of Security. 

    Section
      2.4. Global
      Securities. 

    Section
      2.5. Form
      of
      Trustee’s Certificate of Authentication. 

     

    ARTICLE
      THREE
      THE
      SECURITIES

    Section
      3.1. Amount
      Unlimited; Issuable in Series. 

    Section
      3.2. Denominations. 

    Section
      3.3. Execution,
      Authentication, Delivery and Dating. 

    Section
      3.4. Temporary
      Securities. 

    Section
      3.5. Registration,
      Registration of Transfer and Exchange. 

    Section
      3.6. Mutilated,
      Destroyed, Lost and Stolen Securities. 

    Section
      3.7. Payment
      of Interest; Interest Rights Preserved. 

    Section
      3.8. Persons
      Deemed Owners. 

    Section
      3.9. Cancellation. 

    Section
      3.10. Computation
      of Interest. 

    Section
      3.11. CUSIP
      or
      CINS Numbers. 

     

    ARTICLE
      FOUR
      SATISFACTION AND DISCHARGE

    Section
      4.1. Satisfaction
      and Discharge of Indenture. 

    Section
      4.2. Application
      of Trust Money. 

     

    ARTICLE
      FIVE
      REMEDIES

    Section
      5.1. Events
      of
      Default. 

    Section
      5.2. Acceleration
      of Maturity; Rescission and Annulment. 

    Section
      5.3. Collection
      of Indebtedness and Suits for Enforcement by Trustee. 

    Section
      5.4. Trustee
      May File Proofs of Claim. 

    Section
      5.5. Trustee
      May Enforce Claims Without Possession of Securities. 

    Section
      5.6. Application
      of Money Collected. 

    Section
      5.7. Limitation
      on Suits. 

    Section
      5.8. Unconditional
      Right of Holders to Receive Principal, Premium and Interest. 

    Section
      5.9. Restoration
      of Rights and Remedies. 

    Section
      5.10. Rights
      and Remedies Cumulative. 

    Section
      5.11. Delay
      or
      Omission Not Waiver. 

    Section
      5.12. Control
      by Holders. 

    Section
      5.13. Waiver
      of
      Past Defaults. 

    Section
      5.14. Undertaking
      for Costs. 

    Section
      5.15. Waiver
      of
      Stay or Extension Laws. 

     

    ARTICLE
      SIX
      THE
      TRUSTEE

    Section
      6.1. Certain
      Duties and Responsibilities. 

    Section
      6.2. Notice
      of
      Defaults. 

    Section
      6.3. Certain
      Rights of Trustee. 

    Section
      6.4. Not
      Responsible for Recitals or Issuance of Securities. 

    Section
      6.5. May
      Hold
      Securities. 

    Section
      6.6. Money
      Held in Trust. 

    Section
      6.7. Compensation
      and Reimbursement. 

    Section
      6.8. Disqualification;
      Conflicting Interests. 

    Section
      6.9. Corporate
      Trustee Required; Eligibility. 

    Section
      6.10. Resignation
      and Removal; Appointment of Successor. 

    Section
      6.11. Acceptance
      of Appointment by Successor. 

    Section
      6.12. Merger,
      Conversion, Consolidation or Succession to Business. 

    Section
      6.13. Preferential
      Collection of Claims Against Company. 

    Section
      6.14. Appointment
      of Authenticating Agent. 

     

    ARTICLE
      SEVEN
      HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

    Section
      7.1. Company
      to Furnish Trustee Names and Addresses of Holders. 

    Section
      7.2. Preservation
      of Information; Communications to Holders. 

    Section
      7.3. Reports
      by Trustee. 

    Section
      7.4. Reports
      by Company. 

     

    ARTICLE
      EIGHT
      CONSOLIDATION, AMALGAMATION, MERGER AND SALE

    Section
      8.1. Company
      May Consolidate, Etc., Only on Certain Terms. 

    Section
      8.2. Successor
      Substituted. 

     

    ARTICLE
      NINE
      SUPPLEMENTAL INDENTURES

    Section
      9.1. Supplemental
      Indentures Without Consent of Holders. 

    Section
      9.2. Supplemental
      Indentures with Consent of Holders. 

    Section
      9.3. Execution
      of Supplemental Indentures. 

    Section
      9.4. Effect
      of
      Supplemental Indentures. 

    Section
      9.5. Conformity
      with Trust Indenture Act. 

    Section
      9.6. Reference
      in Securities to Supplemental Indentures. 

     

    ARTICLE
      TEN
      COVENANTS

    Section
      10.1. Payment
      of Principal, Premium and Interest. 

    Section
      10.2. Maintenance
      of Office or Agency. 

    Section
      10.3. Money
      for
      Securities Payments to Be Held in Trust. 

    Section
      10.4. Existence. 

    Section
      10.5. Statement
      by Officers as to Default. 

    Section
      10.6. Waiver
      of
      Certain Covenants. 

    Section
      10.7. Additional
      Amounts. 

     

    ARTICLE
      ELEVEN
      REDEMPTION OF SECURITIES

    Section
      11.1. Applicability
      of Article. 

    Section
      11.2. Election
      to Redeem; Notice to Trustee. 

    Section
      11.3. Selection
      by Trustee of Securities to Be Redeemed. 

    Section
      11.4. Notice
      of
      Redemption. 

    Section
      11.5. Deposit
      of Redemption Price. 

    Section
      11.6. Securities
      Payable on Redemption Date. 

    Section
      11.7. Securities
      Redeemed in Part. 

     

    ARTICLE
      TWELVE
      SINKING
      FUNDS

    Section
      12.1. Applicability
      of Article. 

    Section
      12.2. Satisfaction
      of Sinking Fund Payments with Securities. 

    Section
      12.3. Redemption
      of Securities for Sinking Fund. 

     

    ARTICLE
      THIRTEEN
      DEFEASANCE

    Section
      13.1. Applicability
      of Article. 

    Section
      13.2. Legal
      Defeasance. 

    Section
      13.3. Covenant
      Defeasance. 

    Section
      13.4. Deposited
      Money and U.S. Government Obligations to be Held in Trust. 

    Section
      13.5. Repayment
      to Company; Qualifying Trustee. 

     

    ARTICLE
      FOURTEEN
      GUARANTEE OF SECURITIES

    Section
      14.1. Unconditional
      Guarantee. 

    Section
      14.2. Execution
      and Delivery of Notation of Guarantee 

    Section
      14.3. Reports
      by Guarantor. 

    


     

    NOTE:
      This table of contents shall not, for any purpose, be deemed to be a part of
      the
      Indenture.

     

     

    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    PARTIES

     

    INDENTURE,
      dated as of ____________ [__],
      200___,
      among FRONTIER OIL CORPORATION, a corporation duly organized and existing under
      the laws of the State of Wyoming (herein called the “Company”), having an office
      at 10000 Memorial Drive, Suite 600, Houston, Texas 77024, the GUARANTORS (as
      defined hereinafter) and [    
      ],
      a
[    
      ]
      banking
      corporation, 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 senior debentures,
      notes or other evidences of indebtedness (herein called the “Securities”), which
      may but are not required to be guaranteed by the Guarantor, to be issued in
      one
      or more series as provided in this Indenture.

     

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

     

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

     

    NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:

     

    For
      and
      in consideration of the premises and the purchase of the Securities by the
      Holders thereof, it is mutually covenanted and agreed, for the equal and
      proportionate benefit of all Holders of the Securities or of series thereof,
      as
      follows:

     

    ARTICLE
      ONE 

    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    Section
      1.1.  Definitions.

     

    For
      all
      purposes of this Indenture, except as otherwise expressly provided or unless
      the
      context otherwise requires:

     

    (1)  the
      terms
      defined in this Article have the meanings assigned to them in this Article
      and
      include the plural as well as the singular;

     

    (2)  all
      terms
      used in this Indenture that are defined in the Trust Indenture Act, defined
      by a
      Trust Indenture Act reference to another statute or defined by a Commission
      rule
      under the Trust Indenture Act have the meanings so assigned to
      them;

     

    (3)  all
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with GAAP;

     

    (4)  the
      words
“herein”, “hereof” and “hereunder” and other words of similar import refer to
      this Indenture as a whole and not to any particular Article, Section or other
      subdivision;

     

    (5)  the
      words
“Article” and “Section” refer to an Article and Section, respectively, of this
      Indenture; and

     

    (6)  the
      word
“includes” and its derivatives means “includes, but is not limited to” and
      corresponding derivative definitions.

     

    Certain
      terms, used principally in Article Six, are defined in that
      Article.

     

    “Act”,
      when used with respect to any Holder, has the meaning specified in Section
      1.5.

     

    “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 specified 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.

     

    “Authenticating
      Agent” means any Person authorized by the Trustee to act on behalf of the
      Trustee to authenticate Securities.

     

    “Banking
      Day” means, in respect of any city, any date on which commercial banks are open
      for business in that city.

     

    “Bankruptcy
      Law” means any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law.

     

    “Board
      of
      Directors” means either the board of directors of the Company or of a Guarantor,
      as applicable, or any duly authorized committee of that board to which the
      powers of that board have been lawfully delegated.

     

    “Board
      Resolution” means a copy of a resolution certified by the Secretary or an
      Assistant Secretary of the Company, the principal financial officer of the
      Company or a Guarantor, any other authorized officer of the Company or a
      Guarantor, or a person duly authorized by any of them, in each case as
      applicable, 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. Where any provision of this Indenture refers to action to be taken
      pursuant to a Board Resolution (including the establishment of any series of
      the
      Securities and the forms and terms thereof), such action may be taken by any
      committee, officer or employee of the Company or a Guarantor, as applicable,
      authorized to take such action by the Board of Directors as evidenced by a
      Board
      Resolution.

     

    “Business
      Day”, when used with respect to any Place of Payment or other location, means,
      except as otherwise provided as contemplated by Section 3.1 with respect to
      any
      series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday
      which
      is not a day on which banking institutions in that Place of Payment or other
      location are authorized or obligated by law, executive order or regulation
      to
      close.

     

    “CINS”
      means CUSIP International Numbering System.

     

    “Commission”
      means the Securities and Exchange Commission, as from time to time constituted,
      created under the Exchange Act, or, if at any time after the execution of this
      instrument such Commission is not existing and performing the duties now
      assigned to it under the Trust Indenture Act, then the body performing such
      duties at such time.

     

    “Company”
      means the Person named as the “Company” in the first paragraph of this
      instrument until a successor or resulting corporation shall have become such
      pursuant to the applicable provisions of this Indenture, and thereafter
“Company” shall mean such successor or resulting corporation.

     

    “Company
      Request” or “Company Order” means, in the case of the Company, a written request
      or order signed in the name of the Company by its Chairman of the Board, its
      Chief Executive Officer, its President, any of its Vice Presidents or any other
      duly authorized officer of the Company or any person duly authorized by any
      of
      them, and delivered to the Trustee and, in the case of a Guarantor, a written
      request or order signed in the name of such Guarantor by its Chairman of the
      Board, its Chief Executive Officer, its President, any of its Vice Presidents
      or
      any other duly authorized officer of such Guarantor or any person duly
      authorized by any of them, and delivered to the Trustee.

     

    “Corporate
      Trust Office” means the office of the Trustee at which at any particular time
      its corporate trust business shall be principally administered and which, at
      the
      date hereof, is located at [
      ].

     

    “corporation”
      includes corporations, companies, associations, partnerships, limited
      partnerships, limited liability companies, joint-stock companies and
      trusts.

     

    “covenant
      defeasance” has the meaning specified in Section 13.3.

     

    “CUSIP”
      means the Committee on Uniform Securities Identification
      Procedures.

     

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

     

    “Debt”
      means any obligation created or assumed by any Person for the repayment of
      money
      borrowed and any purchase money obligation created or assumed by such Person
      and
      any guarantee of the foregoing.

     

    “Default”
      means, with respect to a series of Securities, any event that is, or after
      notice or lapse of time or both would be, an Event of Default.

     

    “Defaulted
      Interest” has the meaning specified in Section 3.7.

     

    “defeasance”
      has the meaning specified in Section 13.2.

     

    “Definitive
      Security” means a security other than a Global Security or a temporary
      Security.

     

    “Depositary”
      means, with respect to the Securities of any series issuable or issued in whole
      or in part in the form of one or more Global Securities, a clearing agency
      registered under the Exchange Act that is designated to act as Depositary for
      such Securities as contemplated by Section 3.1, until a successor Depositary
      shall have become such pursuant to the applicable provisions of this Indenture,
      and thereafter shall mean or include each Person which is a Depositary
      hereunder, and if at any time there is more than one such Person, shall be
      a
      collective reference to such Persons.

     

    “Dollar”
      or “$” means the coin or currency of the United States of America, which at the
      time of payment is legal tender for the payment of public and private
      debts.

     

    “Event
      of
      Default” has the meaning specified in Section 5.1.

     

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

     

    “Foreign
      Currency” means a currency used by the government of a country other than the
      United States of America.

     

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

     

    “Global
      Security” means a Security in global form that evidences all or part of a series
      of Securities and is authenticated and delivered to, and registered in the
      name
      of, the Depositary for the Securities of such series or its
      nominee.

     

    “Guarantee”
      has the meaning specified in Section 14.1.

     

    “Guarantor”
      means each of (1) Frontier Holdings Inc., Frontier Refining and Marketing Inc.,
      Frontier Refining Inc., Frontier Oil and Refining Company, Frontier Pipeline
      Inc., El Dorado Refining Company and (ii) any other Person that becomes a
      guarantor of any Securities pursuant to the applicable provisions of this
      Indenture.

     

    “Holder”
      means a Person in whose name a Security is registered in the Security
      Register.

     

    “Indenture”
      means this instrument as originally executed or as it may from time to time
      be
      supplemented or amended by one or more indentures supplemental hereto entered
      into pursuant to the applicable provisions hereof, including, for all purposes
      of this instrument, and any such supplemental indenture, the provisions of
      the
      Trust Indenture Act that are deemed to be part of and govern this instrument
      and
      any such supplemental indenture, respectively. The term “Indenture” also shall
      include the terms of particular series of Securities established as contemplated
      by Section 3.1.

     

    “interest”,
      when used with respect to an Original Issue Discount Security which by its
      terms
      bears interest only after Maturity, means interest payable after
      Maturity.

     

    “Interest
      Payment Date”, when used with respect to any Security, means the Stated Maturity
      of an installment of interest on such Security.

     

    “Judgment
      Currency” has the meaning specified in Section 1.16.

     

    “mandatory
      sinking fund payment” has the meaning specified in Section 12.1.

     

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

     

    “Notice
      of Default” means a written notice of the kind specified in Section 5.1(3) or
      Section 5.1(4).

     

    “Officer’s
      Certificate” means, in the case of the Company, a certificate signed by the
      Chairman of the Board, the Chief Executive Officer, the President, any Vice
      President or any other duly authorized officer of the Company, or a person
      duly
      authorized by any of them, and delivered to the Trustee and, in the case of
      a
      Guarantor, a certificate signed by the Chairman of the Board, the Chief
      Executive Officer, the President, any Vice President or any other duly
      authorized officer of such Guarantor, or a person duly authorized by any of
      them, and delivered to the Trustee.

     

    “Opinion
      of Counsel” means a written opinion of counsel, who may be an employee of or
      counsel for the Company or a Guarantor, as the case may be, and who shall be
      reasonably acceptable to the Trustee.

     

    “optional
      sinking fund payment” has the meaning specified in Section 12.1.

     

    “Original
      Issue Discount Security” means any Security which provides for an amount less
      than the principal amount thereof to be due and payable upon a declaration
      of
      acceleration of the Maturity thereof pursuant to Section 5.2.

     

    “Outstanding”,
      when used with respect to Securities, means, as of the date of determination,
      all Securities theretofore authenticated and delivered under this Indenture,
      except:

     

    (i)  Securities
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation;

     

    (ii)  Securities
      for whose payment or redemption money in the necessary amount has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company) in trust or set aside and segregated in trust by the Company (if the
      Company shall act as its own Paying Agent) for the Holders of such Securities;
      provided, however, 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;

     

    (iii)  Securities
      which have been paid pursuant to Section 3.6 or in exchange for or in lieu
      of
      which other Securities have been authenticated and delivered pursuant to this
      Indenture, other than any such Securities in respect of which there shall have
      been presented to the Trustee proof satisfactory to it that such Securities
      are
      held by a bona fide purchaser in whose hands such Securities are valid
      obligations of the Company; and

     

    (iv)  Securities,
      except to the extent provided in Section 13.2 and 13.3, with respect to which
      the Company has effected defeasance or covenant defeasance as provided in
      Article Thirteen, which defeasance or covenant defeasance then continues in
      effect;

     

    provided,
      however, that in determining whether the Holders of the requisite principal
      amount of the Outstanding Securities have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder, (A) the principal
      amount of an Original Issue Discount Security that shall be deemed to be
      Outstanding shall be the amount of the principal thereof that would be due
      and
      payable as of the date of such determination upon acceleration of the Maturity
      thereof on such date pursuant to Section 5.2, (B) the principal amount of a
      Security denominated in one or more currencies or currency units other than
      U.S.
      dollars shall be the U.S. dollar equivalent of such currencies or currency
      units, determined in the manner provided as contemplated by Section 3.1 on
      the
      date of original issuance of such Security or by Section 1.15, if not otherwise
      so provided pursuant to Section 3.1, of the principal amount (or, in the case
      of
      an Original Issue Discount Security, the U.S. dollar equivalent (as so
      determined) on the date of original issuance of such Security of the amount
      determined as provided in Clause (A) above) of such Security, and (C) Securities
      owned by the Company, any Guarantor or any other obligor upon the Securities
      or
      any Affiliate of the Company or of such other obligor shall be disregarded
      and
      deemed not to be Outstanding, except that, in determining whether the Trustee
      shall be protected in relying upon any such request, demand, authorization,
      direction, notice, consent or waiver, only Securities which the Trustee knows
      to
      be so owned shall be so disregarded. Securities so owned as described in Clause
      (C) of the immediately preceding sentence which have been pledged in good faith
      may be regarded as Outstanding if the pledgee establishes to the satisfaction
      of
      the Trustee the pledgee’s right to act with respect to such Securities and that
      the pledgee is not the Company, a Guarantor or any other obligor upon the
      Securities or any Affiliate of the Company or of such other
      obligor.

     

    “Paying
      Agent” means any Person authorized by the Company to pay the principal of and
      any premium or interest on any Securities on behalf of the Company.

     

    “Periodic
      Offering” means an offering of Securities of a series from time to time, the
      specific terms of which Securities, including, without limitation, the rate
      or
      rates of interest or formula for determining the rate or rates of interest
      thereon, if any, the Stated Maturity or Stated Maturities thereof, the original
      issue date or dates thereof, the redemption provisions, if any, with respect
      thereto, and any other terms specified as contemplated by Section 3.1 with
      respect thereto, are to be determined by the Company upon the issuance of such
      Securities.

     

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

     

    “Place
      of
      Payment”, when used with respect to the Securities of any series, means, unless
      otherwise specifically provided for with respect to such series as contemplated
      by Section 3.1, the office or agency of the Company in the City of New York
      and
      such other place or places where, subject to the provisions of Section 10.2,
      the
      principal of and any premium and interest on the Securities of that series
      are
      payable as contemplated by Section 3.1.

     

    “Predecessor
      Security” of any particular Security means every previous Security evidencing
      all or a portion of the same Debt as that evidenced by such particular Security;
      and, for the purposes of this definition, any Security authenticated and
      delivered under Section 3.6 in exchange for or in lieu of a mutilated,
      destroyed, lost or stolen Security shall be deemed to evidence the same debt
      as
      the mutilated, destroyed, lost or stolen Security.

     

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

     

    “Redemption
      Price”, when used with respect to any Security to be redeemed, means the price
      at which it is to be redeemed pursuant to this Indenture.

     

    “Regular
      Record Date” for the interest payable on any Interest Payment Date on the
      Securities of any series means the date specified for that purpose as
      contemplated by Section 3.1.

     

    “Required
      Currency” has the meaning specified in Section 1.16.

     

    “Responsible
      Officer” when used with respect to the Trustee, means any officer within the
      Corporate Trust Administration of the Trustee (or any successor group of the
      Trustee) or any other officer of the Trustee customarily performing functions
      similar to those performed by any of the above designated officers and also
      means, with respect to a particular corporate trust matter, any other officer
      to
      whom such matter is referred because of his knowledge of and familiarity with
      the particular subject.

     

    “Securities”
      has the meaning stated in the first recital of this Indenture and more
      particularly means any Securities authenticated and delivered under this
      Indenture.

     

    “Security
      Register” and “Security Registrar” have the respective meanings specified in
      Section 3.5.

     

    “Special
      Record Date” for the payment of any Defaulted Interest means a date fixed by the
      Trustee pursuant to Section 3.7.

     

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

     

    “Subsidiary”
      means (i) a corporation more than 50% of the outstanding voting stock of which
      is owned, directly or indirectly, by the Company or by one or more other
      Subsidiaries, or by the Company and one or more other Subsidiaries or (ii)
      any
      partnership or similar business organization more than 50% of the ownership
      interests having ordinary voting power of which shall at the time be so owned.
      For the purposes of this definition, “voting stock” means capital stock or
      equity interests which ordinarily have voting power for the election of
      directors, whether at all times or only so long as no senior class of stock
      has
      such voting power by reason of any contingency.

     

    “Trustee”
      means the Person named as the “Trustee” in the first paragraph of this
      instrument until a successor Trustee shall have become such pursuant to the
      applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
      include 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
      Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at
      the date as of which this instrument was executed, except as provided in Section
      9.5; provided, however, that if the Trust Indenture Act of 1939 is amended
      after
      such date, “Trust Indenture Act” means, to the extent required by any such
      amendment, the Trust Indenture Act of 1939 as so amended.

     

    “U.S.
      Person” shall have the meaning assigned to such term in Section 7701(a)(30) of
      the Internal Revenue Code of 1986, as amended.

     

    “U.S.
      Government Obligations” means securities which are (i) direct obligations of the
      United States for the payment of which its full faith and credit is pledged,
      or
      (ii) obligations of a Person controlled or supervised by and acting as an agency
      or instrumentality of the United States, the payment of which is unconditionally
      guaranteed as a full faith and credit obligation by the United States, each
      of
      which are not callable or redeemable at the option of the issuer
      thereof.

     

    “Vice
      President”, when used with respect to the Company, the Guarantor or the Trustee,
      means any vice president, whether or not designated by a number or a word or
      words added before or after the title “vice president.”

     

    Section
      1.2.  Incorporation
      by Reference of Trust Indenture Act.

     

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

     

    “commission”
      means the Commission.

     

    “indenture
      securities” means the Securities.

     

    “indenture
      security holder” means a Holder.

     

    “indenture
      to be qualified” means this Indenture.

     

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

     

    “obligor”
      on the indenture securities means the Company, the Guarantor (if applicable)
      or
      any other obligor on the indenture securities.

     

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

     

    Section
      1.3.  Compliance
      Certificates and Opinions.

     

    Upon
      any
      application or request by the Company or a Guarantor to the Trustee to take
      any
      action under any provision of this Indenture, the Company or such Guarantor,
      as
      the case may be, shall furnish to the Trustee an Officer’s Certificate stating
      that all conditions precedent, if any, provided for in this Indenture relating
      to the proposed action have been complied with and an Opinion of Counsel stating
      that in the opinion of such counsel all such conditions precedent, if any,
      have
      been complied with, except that in the case of any such application or request
      as to which the furnishing of such documents is specifically required by any
      provision of this Indenture relating to such particular application or request,
      no additional certificate or opinion need be furnished except as required under
      Section 314(c) of the Trust Indenture Act.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (except for certificates provided for in Section
      10.5) shall include:

     

    (1)  a
      statement that each individual signing such certificate or opinion has read
      such
      covenant or condition and the definitions herein relating thereto;

     

    (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 each such individual, 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, in the opinion of each such individual, such condition
      or covenant has been complied with.

     

    Section
      1.4.  Form
      of Documents Delivered to Trustee.

     

    In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    Any
      certificate or opinion of an officer of the Company or a Guarantor may be based,
      insofar as it relates to legal matters, upon a certificate or opinion of, or
      representations by, counsel, unless such officer knows or, in the exercise
      of
      reasonable care, should know that the certificate or opinion or representations
      with respect to the matters upon which his certificate or opinion is based
      are
      erroneous. Any such certificate or opinion of counsel may be based, insofar
      as
      it relates to factual matters, upon a certificate or opinion of, or
      representations by, an officer or officers of the Company or the Guarantor,
      as
      the case may be, stating that the information with respect to such factual
      matters is in the possession of the Company or the Guarantor, as the case may
      be, unless such counsel knows that the certificate or opinion or representations
      with respect to such matters are erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Section
      1.5.  Acts
      of Holders; Record Dates.

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed (either physically or by means of a facsimile or an electronic
      transmission, provided that such electronic transmission is transmitted through
      the facilities of a Depositary) by such Holders in person or by agent duly
      appointed in writing; and, except as herein otherwise expressly provided, such
      action shall become effective when such instrument or instruments are delivered
      to the Trustee and, where it is hereby expressly required, to the Company or
      the
      Guarantors. Such instrument or instruments (and the action embodied therein
      and
      evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
      signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Indenture and (subject to Section 315 of the Trust Indenture
      Act) conclusive in favor of the Trustee, the Company and, if applicable, the
      Guarantors, if made in the manner provided in this Section.

     

    (b)  The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by a certificate
      of a
      notary public or other officer authorized by law to take acknowledgments of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Where such execution is by a signer
      acting in a capacity other than his individual capacity, such certificate or
      affidavit shall also constitute sufficient proof of his authority. The fact
      and
      date of the execution of any such instrument or writing, or the authority of
      the
      Person executing the same, may also be proved in any other manner which the
      Trustee deems sufficient.

     

    (c)  The
      ownership, principal amount and serial numbers of Securities held by any Person,
      and the date of commencement of such Person’s holding of same, shall be proved
      by the Security Register.

     

    (d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      Act
      of the Holder of any Security shall bind every future Holder of the same
      Security and the Holder of every Security issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done, omitted or suffered to be done by the Trustee, the Company or,
      if
      applicable, the Guarantors in reliance thereon, whether or not notation of
      such
      action is made upon such Security.

     

    (e)  Without
      limiting the foregoing, a Holder entitled to give or take any action hereunder
      with regard to any particular Security may do so with regard to all or any
      part
      of the principal amount of such Security or by one or more duly appointed agents
      each of which may do so pursuant to such appointment with regard to all or
      any
      different part of such principal amount.

     

    (f)  The
      Company may set any day as the record date for the purpose of determining the
      Holders of Outstanding Securities of any series entitled to give or take any
      request, demand, authorization, direction, notice, consent, waiver or other
      Act
      provided or permitted by this Indenture to be given or taken by Holders of
      Securities of such series, but the Company shall have no obligation to do so.
      With regard to any record date set pursuant to this paragraph, the Holders
      of
      Outstanding Securities of the relevant series on such record date (or their
      duly
      appointed agents), and only such Persons, shall be entitled to give or take
      the
      relevant action, whether or not such Holders remain Holders after such record
      date.

     

    Section
      1.6.  Notices,
      Etc., to Trustee, Company and Guarantors.

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Holders or other document provided or permitted by this Indenture to be made
      upon, given or furnished to, or filed with,

     

    (1)  the
      Trustee by any Holder, a Guarantor or by the Company shall be sufficient for
      every purpose hereunder if made, given, furnished or filed in writing to or
      with
      the Trustee at its Corporate Trust Office, Attention: [Corporate Trust
      Department],

     

    (2)  the
      Company by the Trustee, a Guarantor or by any Holder shall be sufficient for
      every purpose hereunder (unless otherwise herein expressly provided) if in
      writing and mailed, first-class postage prepaid, to the Company addressed to
      it
      at the address of its principal office specified in the first paragraph of
      this
      instrument to the attention of the Corporate Secretary, or at any other address
      previously furnished in writing to the Trustee by the Company, or

     

    (3)  a
      Guarantor by the Company, the Trustee or by any Holder shall be sufficient
      for
      every purpose hereunder (unless otherwise herein expressly provided) if in
      writing and mailed, first-class postage prepaid, to such Guarantor addressed
      to
      it at 10000 Memorial Drive, Suite 600, Houston, Texas 77024 to the attention
      of
      the Corporate Secretary, or at any other address previously furnished in writing
      to the Trustee by the Guarantor.

     

    Section
      1.7.  Notice
      to Holders; Waiver.

     

    Where
      this Indenture provides for notice to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first-class postage prepaid, to each Holder affected by such event,
      at his address as it appears in the Security Register, not later than the latest
      date, and not earlier than the earliest date, prescribed for the giving of
      such
      notice. In any case where notice to Holders is given by mail, neither the
      failure to mail such notice, nor any defect in any notice so mailed, to any
      particular Holder shall affect the sufficiency of such notice with respect
      to
      other Holders. Any notice mailed to a Holder in the manner herein prescribed
      shall be conclusively deemed to have been received by such Holder, whether
      or
      not such Holder actually receives such notice.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by the Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Holders shall be filed with the Trustee, but such filing shall not
      be
      a condition precedent to the validity of any action taken in reliance upon
      such
      waiver.

     

    In
      case
      by reason of the suspension of regular mail service or by reason of any other
      cause it shall be impracticable to give such notice by mail, then such
      notification as shall be made with the approval of the Trustee shall constitute
      a sufficient notification for every purpose hereunder.

     

    Section
      1.8.  Conflict
      with Trust Indenture Act.

     

    If
      any
      provision hereof limits, qualifies or conflicts with a provision of the Trust
      Indenture Act that is required under such Act to be a part of and govern this
      Indenture, the latter provision shall control. If any provision of this
      Indenture modifies or excludes any provision of the Trust Indenture Act that
      may
      be so modified or excluded, the latter provision shall be deemed to apply to
      this Indenture as so modified or excluded, as the case may be.

     

    Section
      1.9.  Effect
      of Headings and Table of Contents.

     

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

     

    Section
      1.10.  Successors
      and Assigns.

     

    All
      covenants and agreements in this Indenture by each of the Company and the
      Guarantors shall bind their respective successors and assigns, whether so
      expressed or not.

     

    Section
      1.11.  Separability
      Clause.

     

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

     

    Section
      1.12.  Benefits
      of Indenture.

     

    Nothing
      in this Indenture or in the Securities or, if applicable, the Guarantee, express
      or implied, shall give to any Person, other than the parties hereto and their
      successors hereunder and the Holders, any benefit or any legal or equitable
      right, remedy or claim under this Indenture.

     

    Section
      1.13.  Governing
      Law.

     

    THIS
      INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    Section
      1.14.  Legal
      Holidays.

     

    In
      any
      case where any Interest Payment Date, Redemption Date or Stated Maturity of
      any
      Security shall not be a Business Day at any Place of Payment, then
      (notwithstanding any other provision of this Indenture or of the Securities
      or,
      if applicable, the Guarantee (other than a provision of the Securities of any
      series or, if applicable, the Guarantee that specifically states that such
      provision shall apply in lieu of this Section 1.14)) payment of interest or
      principal and any premium need not be made at such Place of Payment on such
      date, but may be made on the next succeeding Business Day at such Place of
      Payment with the same force and effect as if made on the Interest Payment Date
      or Redemption Date, or at the Stated Maturity, provided that no interest shall
      accrue for the period from and after such Interest Payment Date, Redemption
      Date
      or Stated Maturity, as the case may be.

     

    Section
      1.15.  Securities
      in a Composite Currency, Currency Unit or Foreign Currency.

     

    Unless
      otherwise specified in an Officer’s Certificate delivered pursuant to Section
      3.1 of this Indenture with respect to a particular series of Securities,
      whenever for purposes of this Indenture any action may be taken by the Holders
      of a specified percentage in aggregate principal amount of Securities of all
      series or all series affected by a particular action at the time Outstanding
      and, at such time, there are Outstanding Securities of any series which are
      denominated in a coin, currency or currencies other than Dollars (including,
      but
      not limited to, any composite currency, currency units or Foreign Currency),
      then the principal amount of Securities of such series which shall be deemed
      to
      be Outstanding for the purpose of taking such action shall be that amount of
      Dollars that could be obtained for such amount at the Market Exchange Rate.
      For
      purposes of this Section 1.15, the term “Market Exchange Rate” shall mean the
      noon Dollar buying rate in The City of New York for cable transfers of such
      currency or currencies as published by the Federal Reserve Bank of New York,
      as
      of the most recent available date. If such Market Exchange Rate is not so
      available for any reason with respect to such currency, the Trustee shall use,
      in its sole discretion and without liability on its part, such quotation of
      the
      Federal Reserve Bank of New York as of the most recent available date, or
      quotations or rates of exchange from one or more major banks in The City of
      New
      York or in the country of issue of the currency in question, which for purposes
      of euros shall be Brussels, Belgium, or such other quotations or rates of
      exchange as the Trustee shall deem appropriate. The provisions of this paragraph
      shall apply in determining the equivalent principal amount in respect of
      Securities of a series denominated in a currency other than Dollars in
      connection with any action taken by Holders of Securities pursuant to the terms
      of this Indenture.

     

    All
      decisions and determinations of the Trustee regarding the Market Exchange Rate
      or any alternative determination provided for in the preceding paragraph shall
      be in its sole discretion and shall, in the absence of manifest error, be
      conclusive to the extent permitted by law for all purposes and irrevocably
      binding upon the Issuer and all Holders.

     

    Section
      1.16.  Payment
      in Required Currency; Judgment Currency.

     

    Each
      of
      the Company and the Guarantors agrees, to the fullest extent that it may
      effectively do so under applicable law, that (a) if for the purpose of obtaining
      judgment in any court it is necessary to convert the sum due in respect of
      the
      principal of or interest on the Securities of any series (the “Required
      Currency”) into a currency in which a judgment will be rendered (the “Judgment
      Currency”), the rate of exchange used shall be the rate at which in accordance
      with normal banking procedures the Trustee could purchase in The City of New
      York the Required Currency with the Judgment Currency on the day on which final
      unappealable judgment is entered, unless such day is not a Banking Day, then,
      to
      the extent permitted by applicable law, the rate of exchange used shall be
      the
      rate at which in accordance with normal banking procedures the Trustee could
      purchase in The City of New York the Required Currency with the Judgment
      Currency on the Banking Day next preceding the day on which final unappealable
      judgment is entered and (b) its obligations under this Indenture to make
      payments in the Required Currency (i) shall not be discharged or satisfied
      by
      any tender, or any recovery pursuant to any judgment (whether or not entered
      in
      accordance with subclause (a)), in any currency other than the Required
      Currency, except to the extent that such tender or recovery shall result in
      the
      actual receipt, by the payee, of the full amount of the Required Currency
      expressed to be payable in respect of such payments, (ii) shall be enforceable
      as an alternative or additional cause of action for the purpose of recovering
      in
      the Required Currency the amount, if any, by which such actual receipt shall
      fall short of the full amount of the Required Currency so expressed to be
      payable and (iii) shall not be affected by judgment being obtained for any
      other
      sum due under this Indenture.

     

    Section
      1.17.  Language
      of Notices, Etc.

     

    Any
      request, demand, authorization, direction, notice, consent, waiver or Act
      required or permitted under this Indenture shall be in the English language,
      except that any published notice may be in an official language of the country
      of publication.

     

    Section
      1.18.  Incorporators,
      Shareholders, Officers and Directors of the Company and the Guarantors Exempt
      from Individual Liability.

     

    No
      recourse under or upon any obligation, covenant or agreement of or contained
      in
      this Indenture or of or contained in any Security or, if applicable, the
      Guarantee, or for any claim based thereon or otherwise in respect thereof,
      or in
      any Security or, if applicable, the Guarantee, or because of the creation of
      any
      indebtedness represented thereby, shall be had against any incorporator,
      shareholder, member, officer, manager or director, as such, past, present or
      future, of the Company, any Guarantor or any successor Person, either directly
      or through the Company, any Guarantor or any successor Person, whether by virtue
      of any constitution, statute or rule of law, or by the enforcement of any
      assessment or penalty or otherwise, it being expressly understood that all
      such
      liability is hereby expressly waived and released as a condition of, and as
      a
      part of the consideration for, the execution of this Indenture and the issue
      of
      the Securities.

     

    ARTICLE
      TWO

    SECURITY
      FORMS

     

    Section
      2.1.  Forms
      Generally.

     

    The
      Securities of each series and, if applicable, the notation thereon relating
      to
      the Guarantee, shall be in substantially the form set forth in this Article
      Two,
      or in such other form or forms as shall be established by or pursuant to a
      Board
      Resolution or in one or more indentures supplemental hereto, in each case with
      such appropriate insertions, omissions, substitutions and other variations
      as
      are required or permitted by this Indenture, and may have such letters, numbers
      or other marks of identification and such legends or endorsements placed thereon
      as may be required to comply with the rules of any securities exchange or as
      may, consistently herewith, be determined by the officers executing such
      Securities and, if applicable, the Guarantee, as evidenced by their execution
      thereof.

     

    The
      definitive Securities shall be printed, lithographed or engraved on steel
      engraved borders or may be produced in any other manner, all as determined
      by
      the officers executing such Securities, as evidenced by their execution thereof.
      If the form of Securities of any series is established by action taken pursuant
      to a Board Resolution, a copy of an appropriate record of such action shall
      be
      certified by an authorized officer or other authorized person on behalf of
      the
      Company and delivered to the Trustee at or prior to the delivery of the Company
      Order contemplated by Section 3.3 for the authentication and delivery of such
      Securities.

     

    The
      forms
      of Global Securities of any series shall have such provisions and legends as
      are
      customary for Securities of such series in global form, including without
      limitation any legend required by the Depositary for the Securities of such
      series.

     

    Section
      2.2.  Form
      of Face of Security.

     

    [If
      the Security is an Original Issue Discount Security, insert—FOR
      PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . ., THE
      ISSUE
      DATE IS . . . . . ., 20. . . [AND] [,] THE YIELD TO MATURITY IS . . . . . .
      . .
      [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS . . .
      . . .
      . . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . .
      .]]

     

    [Insert
      any other legend required by the United States Internal Revenue Code or the
      regulations thereunder.]

     

    [If
      a
      Global Security,—insert legend required by Section 204 of the
      Indenture]
      [If
      applicable, insert —UNLESS
      THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY 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 SINCE THE
      REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

     

    FRONTIER
      OIL CORPORATION

     

    [TITLE
      OF
      SECURITY]

     

    No
      . . .
      . . . .  U.S.
      $. .
      . . . .

     

    [CUSIP
      No. ]

     

    FRONTIER
      OIL CORPORATION, a company duly incorporated under the laws of the State of
      Wyoming (herein called the “Company”, which term includes any successor or
      resulting Person under the Indenture hereinafter referred to), for value
      received, hereby promises to pay to .......... . . . . . . . . . . . . . .
      . . .
      . . . . ., or registered assigns, the principal sum of . . . .
      ................................................ United States Dollars on
      ........................................ [If
      the Security is to bear interest prior to Maturity, insert—,
      and to
      pay interest thereon from . . . . . . . . . . or from the most recent Interest
      Payment Date to which interest has been paid or duly provided for, semi-annually
      on . . . . . . and . . . . . . in each year, commencing . . . . . ., at the
      rate
      of . . . . % per annum, until the principal hereof is paid or made available
      for
      payment [if
      applicable, insert—,
      and at
      the rate of ___% per annum on any overdue principal and premium and on any
      installment of interest (to the extent that the payment of such interest shall
      be legally enforceable)]. The interest so payable, and punctually paid or duly
      provided for, on any Interest Payment Date will, as provided in such Indenture,
      be paid to the Person in whose name this Security (or one or more Predecessor
      Securities) is registered at the close of business on the Regular Record Date
      for such interest, which shall be the . . . . or . . . . (whether or not a
      Business Day), as the case may be, next preceding such Interest Payment Date.
      Any such interest not so punctually paid or duly provided for will forthwith
      cease to be payable to the Holder on such Regular Record Date and may either
      be
      paid to the Person in whose name this Security (or one or more Predecessor
      Securities) is registered at the close of business on a Special Record Date
      for
      the payment of such Defaulted Interest to be fixed by the Trustee, notice
      whereof shall be given to Holders of Securities of this series not less than
      10
      days prior to such Special Record Date, or be paid at any time in any other
      lawful manner not inconsistent with the requirements of any securities exchange
      on which the Securities of this series may be listed, and upon such notice
      as
      may be required by such exchange, all as more fully provided in said
      Indenture].

     

    [If
      the Security is not to bear interest prior to Maturity, insert—The
      principal of this Security shall not bear interest except in the case of a
      default in payment of principal upon acceleration, upon redemption or at Stated
      Maturity and in such case the overdue principal of this Security shall bear
      interest at the rate of . . . .% per annum (to the extent that the payment
      of
      such interest shall be legally enforceable), which shall accrue from the date
      of
      such default in payment to the date payment of such principal has been made
      or
      duly provided for. Interest on any overdue principal shall be payable on demand.
      Any such interest on any overdue principal that is not so paid on demand shall
      bear interest at the rate of . . . . % per annum (to the extent that the payment
      of such interest shall be legally enforceable), which shall accrue from the
      date
      of such demand for payment to the date payment of such interest has been made
      or
      duly provided for, and such interest shall also be payable on
      demand.]

     

    [If
      a
      Global Security, insert—Payment
      of the principal of (and premium, if any) and [if
      applicable, insert—any such]
      interest on this Security will be made by transfer of immediately available
      funds to a bank account in ___________ designated by the Holder in such coin
      or
      currency of the United States of America as at the time of payment is legal
      tender for payment of public and private debts [state other
      currency].]

     

    [If
      a
      Definitive Security, insert—Payment
      of the principal of (and premium, if any) and [if
      applicable, insert—any
      such]
      interest on this Security will be made at the office or agency of the Company
      maintained for that purpose in _______________, in such coin or currency of
      the
      United States of America as at the time of payment is legal tender for payment
      of public and private debts] [state other currency] [or subject to any laws
      or
      regulations applicable thereto and to the right of the Company (as provided
      in
      the Indenture) to rescind the designation of any such Paying Agent, at the
      [main] offices of ________________ in _____________, or at such other offices
      or
      agencies as the Company may designate, by [United States Dollar] [state other
      currency] check drawn on, or transfer to a [United States Dollar] account
      maintained by the payee with, a bank in The City of New York (so long as the
      applicable Paying Agency has received proper transfer instructions in writing
      at
      least ___ days prior to the payment date)] [if
      applicable, insert—;
      provided, however, that payment of interest may be made at the option of the
      Company by [United States Dollar] [state other currency] check mailed to the
      addresses of the Persons entitled thereto as such addresses shall appear in
      the
      Security Register] [or by transfer to a [United States Dollar] [state other
      currency] account maintained by the payee with a bank in The City of New York
      [state other Place of Payment] (so long as the applicable Paying Agent has
      received proper transfer instructions in writing by the Record Date prior to
      the
      applicable Interest Payment Date)].]

     

    Reference
      is hereby made to the further provisions of this 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 Security shall
      not
      be entitled to any benefit under the Indenture or be valid or obligatory for
      any
      purpose.

     

    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly
      executed.

     

    Dated:

     

    FRONTIER
      OIL CORPORATION

    


    


    


    By:       

    


    Section
      2.3.  Form
      of Reverse of Security.

     

    This
      Security is one of a duly authorized issue of senior securities of the Company
      (herein called the “Securities”), issued and to be issued in one or more series
      under an Indenture, dated as of _____________ [
      ],
      200__
      (herein called the “Indenture”), between the Company, the Guarantors and
[                   ],
      as
      Trustee (herein called the “Trustee”, which term includes any successor trustee
      under the Indenture), to which Indenture and all indentures supplemental thereto
      reference is hereby made for a statement, of the respective rights, limitations
      of rights, duties and immunities thereunder of the Company, the Guarantors,
      the
      Trustee and the Holders of the Securities and of the terms upon which the
      Securities are, and are to be, authenticated and delivered. As provided in
      the
      Indenture, the Securities may be issued in one or more series, which different
      series may be issued in various aggregate principal amounts, may mature at
      different times, may bear interest, if any, at different rates, may be subject
      to different redemption provisions, if any, may be subject to different sinking,
      purchase or analogous funds, if any, may be subject to different covenants
      and
      Events of Default and may otherwise vary as in the Indenture provided or
      permitted. This Security is one of the series designated on the face hereof
      [,
      limited in aggregate principal amount to $ . . . . . . . . . . ].

     

    This
      security is the general, unsecured, senior obligation of the Company
      [if
      applicable, insert—and
      is
      guaranteed pursuant to a guarantee (the “Guarantee”) by [insert
      name of each Guarantor]
      (the
“Guarantors”). The Guarantee is the general, unsecured, senior obligation of
      each Guarantor.]

     

    [If
      applicable, insert—The
      Securities of this series are subject to redemption upon not less than ...
      days’
notice by mail, [if
      applicable, insert,
      —(1)
      on .
      . . . . . . . . . . . . . in any year commencing with the year . . . . and
      ending with the year . . . . through operation of the sinking fund for this
      series at a Redemption Price equal to 100% of the principal amount, and (2)
      ] at
      any time [on or after . . . . . . . . . ., 20. . . ], as a whole or in part,
      at
      the election of the Company, at the following Redemption Prices (expressed
      as
      percentages of the principal amount): If redeemed [on or before . . . . . .
      . .
      . . . . . . . , . . . . . %, and if redeemed] during the 12-month period
      beginning . . . . . . . . of the years indicated,

     

    
      	
              Year

               

            	
              Redemption
                Price

               

            	
              Year

               

            	
              Redemption
                Price

               

            
	 	 	 	 
	 	 	 	 


    

    


     

    and
      thereafter at a Redemption Price equal to . . . . . % of the principal amount,
      together in the case of any such redemption [if
      applicable, insert—(whether
      through operation of the sinking fund or otherwise)] with accrued interest
      to
      the Redemption Date, but interest installments whose Stated Maturity is on
      or
      prior to such Redemption Date will be payable to the Holders of such Securities,
      or one or more Predecessor Securities, of record at the close of business on
      the
      relevant Record Dates referred to on the face hereof, all as provided in the
      Indenture.]

     

    [If
      applicable, insert—The
      Securities of this series are subject to redemption upon not less than... nor
      more than ... days’ notice by mail, (1) on . . . . . . . . in any year
      commencing with the year . . . . and ending with the year . . . . through
      operation of the sinking fund for this series at the Redemption Prices for
      redemption through operation of the sinking fund (expressed as percentages
      of
      the principal amount) set forth in the table below, and (2) at anytime [on
      or
      after . . . . . . . . . . ], as a whole or in part, at the election of the
      Company, at the Redemption Prices for redemption otherwise than through
      operation of the sinking fund (expressed as percentages of the principal amount)
      set forth in the table below: If redeemed during the 12-month period beginning
      .
      . . . . . . . . . . . . . of the years indicated,

     

    
      	
              Year

               

            	
              Redemption
                Price For Redemption Through Operation of the Sinking
                Fund

               

            	
              Redemption
                Price for Redemption Otherwise Than Through Operation of the Sinking
                Fund

               

            
	 	 	 
	 	 	 
	 	 	 


    

    


     

    and
      thereafter at a Redemption Price equal to . . . . % of the principal amount,
      together in the case of any such redemption (whether through operation of the
      sinking fund or otherwise) with accrued interest to the Redemption Date, but
      interest installments whose Stated Maturity is on or prior to such Redemption
      Date will be payable to the Holders of such Securities, or one or more
      Predecessor Securities, of record at the close of business on the relevant
      Record Dates referred to on the face hereof, all as provided in the
      Indenture.]

     

    [If
      applicable, insert—Notwithstanding
      the foregoing, the Company may not, prior to . . . . . . . . . ., redeem any
      Securities of this series as contemplated by [Clause (2) of] the preceding
      paragraph as a part of, or in anticipation of, any refunding operation by the
      application, directly or indirectly, of moneys borrowed having an interest
      cost
      to the Company (calculated in accordance with generally accepted financial
      practice) of less than . . . .% per annum.]

     

    [If
      applicable, insert—The
      sinking fund for this series provides for the redemption on . . . . . . . .
      . .
      . . in each year beginning with the year . . . . and ending with the year .
      . .
      . of [not less than] $ . . . . . . . . . . . . [ (“mandatory sinking fund”) and
      not more than $ . . . . . . . . . . . . ] aggregate principal amount of
      Securities of this series. [Securities of this series acquired or redeemed
      by
      the Company otherwise than through [mandatory] sinking fund payments may be
      credited against subsequent [mandatory] sinking fund payments otherwise required
      to be made [If
      applicable, insert-—
      in the
      inverse order in which they become due].]

     

    [If
      the Securities are subject to redemption in part of any kind,
      insert—In
      the
      event of redemption of this Security in part only, a new Security or Securities
      of this series and of like tenor for the unredeemed portion hereof will be
      issued in the name of the Holder hereof upon the cancellation
      hereof.]

     

    [If
      applicable, insert—The
      Securities of this series are not redeemable prior to Stated
      Maturity.]

     

    [If
      the Security is not an Original Issue Discount Security,—If
      an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, the principal of the Securities of this series may be declared
      due
      and payable in the manner and with the effect provided in the
      Indenture.]

     

    [If
      the Security is an Original Issue Discount Security,—If
      an
      Event of Default with respect to Securities of this series shall occur and
      be
      continuing, an amount of principal of the Securities of this series may be
      declared due and payable in the manner and with the effect provided in the
      Indenture. Such amount shall be equal to —insert
      formula for determining the amount.
      Upon
      payment (i) of the amount of principal so declared due and payable and (ii)
      of
      interest on any overdue principal and overdue interest (in each case to the
      extent that the payment of such interest shall be legally enforceable), all
      of
      the Company’s obligations in respect of the payment of the principal of and
      interest, if any, on the Securities of this series shall
      terminate.]

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Company
      [If
      applicable, insert—and
      the
      Guarantors] and the rights of the Holders of the Securities of each series
      to be
      affected under the Indenture at any time by the Company [If
      applicable, insert—and
      the
      Guarantors] and the Trustee with the consent of the Holders of a majority in
      principal amount of the Securities at the time Outstanding of each series to
      be
      affected. The Indenture also contains provisions permitting the Holders of
      specified percentages in principal amount of the Securities of each series
      at
      the time Outstanding, on behalf of the Holders of all Securities of such series,
      to waive compliance by the Company [If
      applicable, insert—and
      the
      Guarantors] 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 Security shall be conclusive and binding upon such Holder and
      upon all future Holders of this Security and of any Security issued upon the
      registration of transfer hereof or in exchange herefor or in lieu hereof,
      whether or not notation of such consent or waiver is made upon this
      Security.

     

    No
      reference herein to the Indenture and no provision of this 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 premium, if any) and interest
      on
      this Security at the times, place(s) and rate, and in the coin or currency,
      herein prescribed.

     

    [If
      a
      Global Security, insert—This
      Global Security or portion hereof may not be exchanged for Definitive Securities
      of this series except in the limited circumstances provided in the Indenture.
      The holders of beneficial interests in this Global Security will not be entitled
      to receive physical delivery of Definitive Securities except as described in
      the
      Indenture and will not be considered the Holders thereof for any purpose under
      the Indenture.]

     

    [If
      a
      Definitive Security, insert—As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registerable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company in [if
      applicable, insert—any
      place
      where the principal of and any premium and interest on this Security are
      payable] [if
      applicable, insert—The
      City
      of New York [, or, subject to any laws or regulations applicable thereto and
      to
      the right of the Company (limited as provided in the Indenture) to rescind
      the
      designation of any such transfer agent, at the [main] offices of _______________
      in ________________ or at such other offices or agencies as the Company may
      designate]], duly endorsed by, or accompanied by a written instrument of
      transfer in form satisfactory to the Company and the Security Registrar duly
      executed by, the Holder hereof or his attorney duly authorized in writing,
      and
      thereupon one or more new Securities of this series and of like tenor, of
      authorized denominations and for the same aggregate principal amount, will
      be
      issued to the designated transferee or transferees.]

     

    The
      Securities of this series are issuable only in registered form without coupons
      in denominations of U.S. $ . . . . . . . . and any integral multiple thereof.
      As
      provided in the Indenture and subject to certain limitations therein set forth,
      Securities of this series are exchangeable for a like aggregate principal amount
      of Securities of this series and of like tenor 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 tax or
      other governmental charge payable in connection therewith.

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      [If
      applicable, insert—any
      Guarantor,] the Trustee and any agent of the Company [If
      applicable, insert—,
      a
      Guarantor] or the Trustee may treat the Person in whose name this Security
      is
      registered as the owner hereof for all purposes, whether or not this Security
      be
      overdue, and none of the Company, [If
      applicable, insert—the
      Guarantors,] the Trustee nor any such agent shall be affected by notice to
      the
      contrary.

     

    No
      recourse under or upon any obligation, covenant or agreement of or contained
      in
      the Indenture or of or contained in any Security, [If
      applicable, insert—,
      or the
      Guarantee endorsed thereon,] or for any claim based thereon or otherwise in
      respect thereof, or in any Security [If
      applicable, insert—or
      in the
      Guarantee], or because of the creation of any indebtedness represented thereby,
      shall be had against any incorporator, shareholder, member, officer, manager
      or
      director, as such, past, present or future, of the Company [If
      applicable, insert—or
      any
      Guarantor] or of any successor Person, either directly or through the Company
      [If
      applicable, insert—or
      any
      Guarantor] or any successor Person, whether by virtue of any constitution,
      statute or rule of law, or by the enforcement of any assessment, penalty or
      otherwise; it being expressly understood that all such liability is hereby
      expressly waived and released by the acceptance hereof and as a condition of,
      and as part of the consideration for, the Securities and the execution of the
      Indenture.

     

    The
      Indenture provides that the Company [If
      applicable, insert—and
      the
      Guarantors] (a) will be discharged from any and all obligations in respect
      of
      the Securities (except for certain obligations described in the Indenture),
      or
      (b) need not comply with certain restrictive covenants of the Indenture, in
      each case if the Company [If
      applicable, insert—or
      a
      Guarantor] deposits, in trust, with the Trustee money or U.S. Government
      Obligations (or a combination thereof) which through the payment of interest
      thereon and principal thereof in accordance with their terms will provide money,
      in an amount sufficient to pay all the principal of and interest on the
      Securities, but such money need not be segregated from other funds except to
      the
      extent required by law.

     

    Except
      as
      otherwise defined herein, all terms used in this Security which are defined
      in
      the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    [If
      a
      Definitive Security, insert as a separate page—

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _______________________________________________________________

     

    (Please
      Print or Typewrite Name and Address of Assignee)

     

    the
      within instrument of FRONTIER OIL CORPORATION and does hereby irrevocably
      constitute and appoint ___________________ Attorney to transfer said instrument
      on the books of the within-named Company, with full power of substitution in
      the
      premises.

     

    Please
      Insert Social Security or Other Identifying Number of Assignee:

     

     

    
      	 	 	 	 
	 	 	 	 
	 Dated:	 	 	 
	 	 	 	
               (Signature)

            


    

     

                                                                     

    NOTICE:
      The signature to this assignment must correspond with the name as written upon
      the face of the within instrument in every particular, without alteration or
      enlargement or any change whatever.]

     

    [If
      a
      Security to which Article Fourteen has been made applicable, insert the
      following Form of Notation on such Security relating to the
      Guarantee—

     

    Each
      of
      the Guarantors (which term includes any successor Person in such capacity under
      the Indenture), has fully, unconditionally and absolutely guaranteed, to the
      extent set forth in the Indenture and subject to the provisions in the
      Indenture, the due and punctual payment of the principal of, and premium, if
      any, and interest on the Securities and all other amounts due and payable under
      the Indenture and the Securities by the Company.

     

    The
      obligations of the Guarantors to the Holders of Securities and to the Trustee
      pursuant to the Guarantee and the Indenture are expressly set forth in Article
      Fourteen of the Indenture and reference is hereby made to the Indenture for
      the
      precise terms of the Guarantee.

     

    Guarantors:

    


    [NAME
      OF
      EACH GUARANTOR]

    By:     

       
      _________________
      ]

    


    Section
      2.4.  Global
      Securities.

     

    Every
      Global Security authenticated and delivered hereunder shall bear a legend in
      substantially the following form:

     

    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
      THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR
      SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY
      OR A
      NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     

    EVERY
      SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
      EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
      TO
      THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

     

    If
      Securities of a series are issuable in whole or in part in the form of one
      or
      more Global Securities, as specified as contemplated by Section 3.1, then,
      notwithstanding clause (9) of Section 3.1 and the provisions of Section 3.2,
      any
      Global Security shall represent such of the Outstanding Securities of such
      series as shall be specified therein and may provide that it shall represent
      the
      aggregate amount of Outstanding Securities from time to time endorsed thereon
      and that the aggregate amount of Outstanding Securities represented thereby
      may
      from time to time be reduced or increased, as the case may be, to reflect
      exchanges. Any endorsement of a Global Security to reflect the amount, or any
      reduction or increase in the amount, of Outstanding Securities represented
      thereby shall be made in such manner and upon instructions given by such Person
      or Persons as shall be specified therein or in a Company Order. Subject to
      the
      provisions of Sections 3.3, 3.4 and 3.5, the Trustee shall deliver and redeliver
      any Global Security in the manner and upon instructions given by the Person
      or
      Persons specified therein or in the applicable Company Order. Any instructions
      by the Company with respect to endorsement or delivery or redelivery of a Global
      Security shall be in a Company Order (which need not comply with Section 1.3
      and
      need not be accompanied by an Opinion of Counsel).

     

    The
      provisions of the last sentence of Section 3.3 shall apply to any Security
      represented by a Global Security if such Security was never issued and sold
      by
      the Company and the Company delivers to the Trustee the Global Security together
      with a Company Order (which need not comply with Section 1.3 and need not be
      accompanied by an Opinion of Counsel) with regard to the reduction or increase,
      as the case may be, in the principal amount of Securities represented thereby,
      together with the written statement contemplated by the last sentence of Section
      3.3.

     

    Section
      2.5.  Form
      of Trustee’s Certificate of Authentication.

     

    The
      Trustee’s certificate(s) of authentication shall be in substantially the
      following form:

     

    This
      is
      one of the Securities of the series designated therein referred to in the
      within-mentioned Indenture.

     

    [                                                             
      ],

    as
      Trustee

    


    


    By:       

    Authorized
      Officer

     

    
 

    ARTICLE
      THREE

    THE
      SECURITIES

     

    Section
      3.1.  Amount
      Unlimited; Issuable in Series.

     

    The
      aggregate principal amount of Securities which may be authenticated and
      delivered under this Indenture is unlimited.

     

    The
      Securities may be issued in one or more series. There shall be established
      in or
      pursuant to a Board Resolution, and set forth, or determined in the manner
      provided, in an Officer’s Certificate, or established in one or more indentures
      supplemental hereto, prior to the issuance of Securities of any
      series,

     

    (1)  the
      title
      of the Securities of the series (which shall distinguish the Securities of
      the
      series from all other Securities and which may be part of a series of Securities
      previously issued);

     

    (2)  any
      limit
      upon the aggregate principal amount of the Securities of the series which may
      be
      authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in exchange
      for, or in lieu of, other Securities of the series pursuant to Sections 3.4,
      3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section
      3.3, are deemed never to have been authenticated and delivered
      hereunder);

     

    (3)  the
      Person to whom any interest on a Security of the series shall be payable, if
      other than the Person in whose name that Security (or one or more Predecessor
      Securities) is registered at the close of business on the Regular Record Date
      for such interest;

     

    (4)  the
      date
      or dates on which the principal of the Securities of the series is payable
      or
      the method of determination thereof;

     

    (5)  the
      rate
      or rates at which the Securities of the series shall bear interest, if any,
      or
      the formula, method or provision pursuant to which such rate or rates are
      determined, the date or dates from which such interest shall accrue or the
      method of determination thereof, the Interest Payment Dates on which such
      interest shall be payable and the Regular Record Date for the interest payable
      on any Interest Payment Date;

     

    (6)  the
      place
      or places where, subject to the provisions of Section 10.2, the principal of
      and
      any premium and interest on Securities of the series shall be payable,
      Securities of the series may be surrendered for registration of transfer,
      Securities of the series may be surrendered for exchange and notices, and
      demands to or upon the Company in respect of the Securities of the series and
      this Indenture may be served;

     

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

     

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

     

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

     

    (10)  whether
      payment of principal of and premium, if any, and interest, if any, on the
      Securities of the series shall be without deduction for taxes, assessments
      or
      governmental charges paid by Holders of the series;

     

    (11)  if
      other
      than the principal amount thereof, the portion of the principal amount of
      Securities of the series which shall be payable upon declaration of acceleration
      of the Maturity thereof pursuant to Section 5.2;

     

    (12)  if
      the
      amount of payments of principal of and any premium or interest on the Securities
      of the series may be determined with reference to an index, the manner in which
      such amounts shall be determined;

     

    (13)  if
      and as
      applicable, that the Securities of the series shall be issuable in whole or
      in
      part in the form of one or more Global Securities and, in such case, the
      Depositary or Depositaries for such Global Security or Global Securities and
      any
      circumstances other than those set forth in Section 3.5 in which any such Global
      Security may be transferred to, and registered and exchanged for Securities
      registered in the name of, a Person other than the Depositary for such Global
      Security or a nominee thereof and in which any such transfer may be
      registered;

     

    (14)  any
      deletions from, modifications of or additions to the Events of Default set
      forth
      in Section 5.1 or the covenants of the Company set forth in Article Ten with
      respect to the Securities of such series; 

     

    (15)  whether
      and under what circumstances the Company will pay additional amounts on the
      Securities of the series held by a Person who is not a U.S. Person in respect
      of
      any tax, assessment or governmental charge withheld or deducted and, if so,
      whether the Company will have the option to redeem the Securities of the series
      rather than pay such additional amounts;

     

    (16)  if
      the
      Securities of the series are to be issuable in definitive form (whether upon
      original issue or upon exchange of a temporary Security of such series) only
      upon receipt of certain certificates or other documents or satisfaction of
      other
      conditions, the form and terms of such certificates, documents or
      conditions;

     

    (17)  if
      the
      Securities of the series are to be convertible into or exchangeable for any
      other security or property of the Company, including, without limitation,
      securities of another Person held by the Company or its Affiliates and, if
      so,
      the terms thereof;

     

    (18)  if
      other
      than as provided in Sections 13.2 and 13.3, the means of defeasance or covenant
      defeasance as may be specified for the Securities of the series;

     

    (19)  if
      other
      than the Trustee, the identity of the initial Security Registrar and any initial
      Paying Agent; 

     

    (20)  whether
      the Securities of the series will be guaranteed pursuant to the Guarantee set
      forth in Article Fourteen, any modifications to the terms of Article Fourteen
      applicable to the Securities of such series and the applicability of any other
      guarantees; and

     

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

     

    All
      Securities of any one series shall be substantially identical except as to
      denomination and except as may otherwise be provided in or pursuant to the
      Board
      Resolution referred to above and (subject to Section 3.3) set forth, or
      determined in the manner provided, in the Officer’s Certificate referred to
      above or in any such indenture supplemental hereto.

     

    All
      Securities of any one series need not be issued at the same time and, unless
      otherwise provided, a series may be reopened, without the consent of the
      Holders, for increases in the aggregate principal amount of such series of
      Securities and issuances of additional Securities of such series or for the
      establishment of additional terms with respect to the Securities of such
      series.

     

    If
      any of
      the terms of the series are established by action taken by or pursuant to a
      Board Resolution, a copy of an appropriate record of such action shall be
      certified by an authorized officer or other authorized person on behalf of
      the
      Company and, if applicable, the Guarantors and delivered to the Trustee at
      or
      prior to the delivery of the Officer’s Certificate setting forth, or providing
      the manner for determining, the terms of the series.

     

    With
      respect to Securities of a series subject to a Periodic Offering, such Board
      Resolution or Officer’s Certificate may provide general terms for Securities of
      such series and provide either that the specific terms of particular Securities
      of such series shall be specified in a Company Order or that such terms shall
      be
      determined by the Company and, if applicable, the Guarantors or one or more
      agents thereof designated in an Officer’s Certificate, in accordance with a
      Company Order.

     

    Section
      3.2.  Denominations.

     

    The
      Securities of each series shall be issuable in registered form without coupons
      in such denominations as shall be specified as contemplated by Section 3.1.
      In
      the absence of any such provisions with respect to the Securities of any series,
      the Securities of such series shall be issuable in denominations of $1,000
      and
      any integral multiple thereof.

     

    Section
      3.3.  Execution,
      Authentication, Delivery and Dating.

     

    The
      Securities shall be executed on behalf of the Company by its Chairman of the
      Board, its Chief Executive Officer, its President, its Chief Financial Officer
      or any of its Vice Presidents and need not be attested. The signature of any
      of
      these officers on the Securities may be manual or facsimile. Any Guarantee
      endorsed on the Securities shall be executed on behalf of the applicable
      Guarantor by its Chairman of the Board, its Chief Executive Officer, its
      President, its Chief Financial Officer or any of its Vice Presidents and need
      not be attested.

     

    Securities
      and any Guarantee bearing the manual or facsimile signatures of individuals
      who
      were at any time the proper officers of the Company or a Guarantor, as the
      case
      may be, shall bind the Company or such Guarantor, as the case may be,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Securities or did
      not
      hold such offices at the date of such Securities.

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Securities of any series executed by the Company to
      the
      Trustee for authentication, together with a Company Order for the authentication
      and delivery of such Securities, and the Trustee in accordance with the Company
      Order shall authenticate and deliver such Securities; provided, however, that
      in
      the case of Securities offered in a Periodic Offering, the Trustee shall
      authenticate and deliver such Securities from time to time in accordance with
      such other procedures (including, without limitation, the receipt by the Trustee
      of oral or electronic instructions from the Company or its duly authorized
      agents, thereafter promptly confirmed in writing) acceptable to the Trustee
      as
      may be specified by or pursuant to a Company Order delivered to the Trustee
      prior to the time of the first authentication of Securities of such series.
      If
      the forms or terms of the Securities of the series have been established in
      or
      pursuant to one or more Board Resolutions as permitted by Sections 2.1 and
      3.1,
      in authenticating such Securities, and accepting the additional responsibilities
      under this Indenture in relation to such Securities, the Trustee shall be
      entitled to receive such documents as it may reasonably request. The Trustee
      shall also be entitled to receive, and (subject to Section 6.1) shall be fully
      protected in relying upon, an Opinion of Counsel stating,

     

    (a)  if
      the
      form or forms of such Securities has been established in or pursuant to a Board
      Resolution as permitted by Section 2.1, that each such form has been established
      in conformity with the provisions of this Indenture;

     

    (b)  if
      the
      terms of such Securities have been, or in the case of Securities of a series
      offered in a Periodic Offering will be, established in or pursuant to a Board
      Resolution as permitted by Section 3.1, that such terms have been, or in the
      case of Securities of a series offered in a Periodic Offering will be,
      established in conformity with the provisions of this Indenture, subject, in
      the
      case of Securities of a series offered in a Periodic Offering, to any conditions
      specified in such Opinion of Counsel; and

     

    (c)  that
      such
      Securities when authenticated and delivered by the Trustee and issued by the
      Company in the manner and subject to any conditions and assumptions specified
      in
      such Opinion of Counsel, will constitute valid and legally binding obligations
      of the Company and, if applicable, the Guarantors, enforceable in accordance
      with their terms, subject to the following limitations: (i) bankruptcy,
      insolvency, moratorium, reorganization, liquidation, fraudulent conveyance
      or
      transfer and other similar laws of general applicability relating to or
      affecting the enforcement of creditors’ rights, or to general equity principles,
      (ii) the availability of equitable remedies being subject to the discretion
      of
      the court to which application therefor is made; and (iii) such other usual
      and
      customary matters as shall be specified in such Opinion of Counsel.

     

    If
      such
      form or forms or terms have been so established, the Trustee shall not be
      required to authenticate such Securities if the issue of such Securities
      pursuant to this Indenture will affect the Trustee’s own rights, duties or
      immunities under the Securities and this Indenture or otherwise in a manner
      which is not reasonably acceptable to the Trustee.

     

    Notwithstanding
      the provisions of Section 3.1 and of the preceding paragraph, if all Securities
      of a series are not to be originally issued at one time, it shall not be
      necessary to deliver the Officer’s Certificate otherwise required pursuant to
      Section 3.1 or the Company Order and Opinion of Counsel otherwise required
      pursuant to such preceding paragraph at or prior to the time of authentication
      of each Security of such series if such documents are delivered at or prior
      to
      the authentication upon original issuance of the first Security of such series
      to be issued.

     

    With
      respect to Securities of a series offered in a Periodic Offering, the Trustee
      may rely, as to the authorization by the Company of any of such Securities,
      on
      the form or forms and terms thereof and the legality, validity, binding effect
      and enforceability thereof, upon the Opinion of Counsel and the other documents
      delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable,
      in
      connection with the first authentication of Securities of such
      series.

     

    Each
      Security shall be dated the date of its authentication.

     

    No
      Security, nor any Guarantee endorsed thereon, shall be entitled to any benefit
      under this Indenture or be valid or obligatory for any purpose unless there
      appears on such Security a certificate of authentication substantially in the
      form provided for herein executed by the Trustee by manual signature of an
      authorized officer, and such certificate upon any Security shall be conclusive
      evidence, and the only evidence, that such Security has been duly authenticated
      and delivered hereunder and is entitled to the benefits of this Indenture.
      Notwithstanding the foregoing, if any Security shall have been authenticated
      and
      delivered hereunder but never issued and sold by the Company, and the Company
      shall deliver such Security to the Trustee for cancellation as provided in
      Section 3.9 for all purposes of this Indenture such Security shall be deemed
      never to have been authenticated and delivered hereunder and shall never be
      entitled to the benefits of this Indenture.

     

    Section
      3.4.  Temporary
      Securities.

     

    Pending
      the preparation of Definitive Securities of any series, the Company may execute,
      and upon Company Order the Trustee shall authenticate and deliver, temporary
      Securities which are printed, lithographed, typewritten, mimeographed or
      otherwise produced, in any authorized denomination, substantially of the tenor
      of the Definitive Securities in lieu of which they are issued and with such
      appropriate insertions, omissions, substitutions and other variations as the
      officers executing such Securities may determine, as evidenced by their
      execution of such Securities.

     

    If
      temporary Securities of any series are issued, the Company will cause Definitive
      Securities of that series to be prepared without unreasonable delay. After
      the
      preparation of Definitive Securities of such series, the temporary Securities
      of
      such series shall be exchangeable for Definitive Securities of such series
      upon
      surrender of the temporary Securities of such series at the office or agency
      of
      the Company in a Place of Payment for that series, without charge to the Holder.
      Upon surrender for cancellation of any one or more temporary Securities of
      any
      series the Company shall execute and the Trustee shall authenticate and deliver
      in exchange therefor a like principal amount of Definitive Securities of the
      same series and tenor of authorized denominations. Until so exchanged the
      temporary Securities of any series shall in all respects be entitled to the
      same
      benefits under this Indenture as Definitive Securities of such
      series.

     

    Section
      3.5.  Registration,
      Registration of Transfer and Exchange.

     

    The
      Company shall cause to be kept at the office or agency of the Company in the
      Borough of Manhattan, the City of New York or in any other office or agency
      of
      the Company in a Place of Payment required by Section 10.2 a register (the
      register maintained in such office being herein sometimes referred to as the
      “Security Register”) in which, subject to such reasonable regulations as it may
      prescribe, the Company shall provide for the registration of Securities and
      of
      transfers of Securities. The Trustee is hereby appointed as the initial
“Security Registrar” for the purpose of registering Securities and transfers of
      Securities as herein provided and its corporate trust office, which, at the
      date
      hereof, is located at [      
                ], [New York, New York]
      [       ],
      is the
      initial office or agency in the Borough of Manhattan where the Securities
      Register will be maintained. The Company may at any time replace such Security
      Registrar, change such office or agency or act as its own Security Registrar.
      The Company will give prompt written notice to the Trustee of any change of
      the
      Security Registrar or of the location of such office or agency.

     

    Upon
      surrender for registration of transfer of any Security of any series at the
      office or agency maintained pursuant to Section 10.2 for such purpose, the
      Company and, if applicable, the Guarantors shall execute, and the Trustee shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Securities, with an endorsement of the Guarantee,
      if applicable, executed by the Guarantors, of the same series and tenor, of
      any
      authorized denominations and of a like aggregate principal amount.

     

    At
      the
      option of the Holder, Securities of any series (except a Global Security) may
      be
      exchanged for other Securities of the same series and tenor, of any authorized
      denominations and of a like aggregate principal amount, upon surrender of the
      Securities to be exchanged at such office or agency. Whenever any Securities
      are
      so surrendered for exchange, the Company and, if applicable, the Guarantors
      shall execute and the Trustee shall authenticate and deliver, the Securities,
      with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
      which the Holder making the exchange is entitled to receive.

     

    All
      Securities issued upon any registration of transfer or exchange of Securities
      shall be the valid obligations of the Company and, if applicable, the Guarantors
      evidencing the same debt, and entitled to the same benefits under this
      Indenture, as the Securities surrendered upon such registration of transfer
      or
      exchange.

     

    Every
      Security presented or surrendered for registration of transfer or for exchange
      shall (if so required by the Company or the Trustee) be duly endorsed, or be
      accompanied by a written instrument of transfer in form satisfactory to the
      Company and the Security Registrar duly executed, by the Holder thereof or
      his
      attorney duly authorized in writing.

     

    No
      service charge shall be made for any registration of transfer or exchange of
      Securities, but the Company may require payment of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in connection with any
      registration of transfer or exchange of Securities, other than exchanges
      pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

     

    The
      Company shall not be required (i) to issue, register the transfer of or exchange
      Securities of any series during a period beginning at, the opening of business
      15 days before the day of the mailing of a notice of redemption of Securities
      of
      that series selected for redemption under Section 11.3 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
      the
      unredeemed portion of any Security being redeemed in part.

     

    Notwithstanding
      any other provisions of this Indenture and except as otherwise specified with
      respect to any particular series of Securities as contemplated by Section 3.1,
      a
      Global Security representing all or a portion of the Securities of a series
      may
      not be transferred, except as a whole by the Depositary for such series to
      a
      nominee of such Depositary or by a nominee of such Depositary to such Depositary
      or another nominee of such Depositary or by such Depositary or any such nominee
      to a successor Depositary for such series or a nominee of such successor
      Depositary. Every Security authenticated and delivered upon registration of,
      transfer of, or in exchange for or in lieu of, a Global Security shall be a
      Global Security except as provided in the two paragraphs immediately
      following.

     

    If
      at any
      time the Depositary for any Securities of a series represented by one or more
      Global Securities notifies the Company that it is unwilling or unable to
      continue as Depositary for such Securities or if at any time the Depositary
      for
      such Securities shall no longer be eligible to continue as Depositary under
      Section 3.1 or ceases to be a clearing agency registered under the Exchange
      Act,
      the Company shall appoint a successor Depositary with respect to such
      Securities. If a successor Depositary for such Securities is not appointed
      by
      the Company within 90 days after the Company receives such notice or becomes
      aware of such ineligibility, the Company’s election pursuant to Section 3.1 that
      such Securities be represented by one or more Global Securities shall no longer
      be effective and the Company and, if applicable, the Guarantors will execute
      and
      the Trustee, upon receipt of a Company Order for the authentication and delivery
      of Definitive Securities of such series, will authenticate and deliver,
      Securities, with an endorsement of the Guarantee, if applicable, executed by
      the
      Guarantors, of such series in definitive registered form without coupons, in
      any
      authorized denominations, in an aggregate principal amount equal to the
      principal amount of the Global Security or Securities representing such
      Securities in exchange for such Global Security or Securities registered in
      the
      names of such Persons as the Depositary shall direct.

     

    The
      Company may at any time and in its sole discretion determine that the Securities
      of any series issued in the form of one or more Global Securities shall no
      longer be represented by a Global Security or Securities. In such event the
      Company and, if applicable, the Guarantors will execute and the Trustee, upon
      receipt of a Company Order for the authentication and delivery of the Definitive
      Securities of such series, will authenticate and deliver, Securities, with
      an
      endorsement of the Guarantee, if applicable, executed by the Guarantors, of
      such
      series in definitive registered form without coupons, in any authorized
      denominations, in an aggregate principal amount equal to the principal amount
      of
      the Global Security or Securities representing such Securities in exchange
      for
      such Global Security or Securities registered in the names of such Persons
      as
      the Depositary shall direct.

     

    If
      specified by the Company pursuant to Section 3.1 with respect to Securities
      represented by a Global Security, the Depositary for such Global Security may
      surrender such Global Security in exchange in whole or in part for Securities
      of
      the same series and tenor in definitive registered form on such terms as are
      acceptable to the Company and such Depositary. Thereupon, the Company and,
      if
      applicable, the Guarantors shall execute, and the Trustee, upon receipt of
      a
      Company Order for the authentication and delivery of Securities in definitive
      registered form, shall authenticate and deliver, without service
      charge,

     

    (1)  to
      the
      Person specified by such Depositary a new Security or Securities, with an
      endorsement of the Guarantee, if applicable, executed by the Guarantors, of
      the
      same series and tenor, of any authorized denominations as requested by such
      Person, in an aggregate principal amount equal to and in exchange for such
      Person’s beneficial interest in the Global Security; and

     

    (2)  to
      such
      Depositary a new Global Security, with an endorsement of the Guarantee, if
      applicable, executed by the Guarantors, 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 authenticated and
      delivered pursuant to clause (1) above.

     

    Every
      Person who takes or holds any beneficial interest in a Global Security agrees
      that:

     

    (a)  the
      Company, the Guarantors (if applicable) and the Trustee may deal with the
      Depositary as sole owner of the Global Security and as the authorized
      representative of such Person;

     

    (b)  such
      Person’s rights in the Global Security shall be exercised only through the
      Depositary and shall be limited to those established by law and agreement
      between such Person and the Depositary and/or direct and indirect participants
      of the Depositary;

     

    (c)  the
      Depositary and its participants make book-entry transfers of beneficial
      ownership among, and receive and transmit distributions of principal and
      interest on the Global Securities to, such Persons in accordance with their
      own
      procedures; and

     

    (d)  none
      of
      the Company, the Guarantors (if applicable), the Trustee, nor any agent of
      any
      of them will have any responsibility or liability for any aspect of the records
      relating to or payments made on account of beneficial ownership interests of
      a
      Global Security or for maintaining, supervising or reviewing any records
      relating to such beneficial ownership interests.

     

    Section
      3.6.  Mutilated,
      Destroyed, Lost and Stolen Securities.

     

    If
      any
      mutilated Security is surrendered to the Trustee, together with, in proper
      cases, such security or indemnity as may be required by the Company, the
      Guarantors (if applicable) or the Trustee to save each of them and any agent
      of
      any of them harmless, the Company shall execute and the Trustee shall
      authenticate and deliver in exchange therefor a new Security, with an
      endorsement of the Guarantee, if applicable, executed by the Guarantors, of
      the
      same series and of like tenor and principal amount and bearing a number not
      contemporaneously outstanding.

     

    If
      there
      shall be delivered to the Company, the Guarantors (if applicable) and the
      Trustee (i) evidence to their satisfaction of the destruction, loss or
      theft of any Security and (ii) such security or indemnity as may be required
      by
      them to save each of them and any agent of either of them harmless, then, in
      the
      absence of notice to the Company or the Trustee that such Security has been
      acquired by a bona fide purchaser, the Company and, if applicable, the
      Guarantors shall execute and upon its request the Trustee shall authenticate
      and
      deliver, in lieu of any such destroyed, lost or stolen Security, a new Security,
      with an endorsement of the Guarantee, if applicable, executed by the Guarantors,
      of the same series and of like tenor and principal amount and bearing a number
      not contemporaneously outstanding.

     

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

     

    Upon
      the
      issuance of any new Security under this Section, the Company may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Trustee) connected therewith.

     

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

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Securities.

     

    Section
      3.7.  Payment
      of Interest; Interest Rights Preserved.

     

    Except
      as
      otherwise provided as contemplated by Section 3.1 with respect to any series
      of
      Securities, interest on any Security which is payable, and is punctually paid
      or
      duly provided for, on any Interest Payment Date shall be paid to the Person
      in
      whose name that Security (or one or more Predecessor Securities) is registered
      at the close of business on the Regular Record Date for such
      interest.

     

    Any
      interest on any Security of any series which is payable, but is not punctually
      paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
      relevant Regular Record Date by virtue of having been such Holder, and such
      Defaulted Interest may be paid by the Company, at its election in each case,
      as
      provided in clause (1) or (2) below:

     

    (1)  The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Securities of such series (or their respective Predecessor
      Securities) are registered at the close of business on a Special Record Date
      for
      the payment of such Defaulted Interest, which shall be fixed in the following
      manner. The Company shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each Security of such series and
      the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the proposed
      payment, such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this clause provided.
      Thereupon, the Trustee shall fix a Special Record Date for the payment of such
      Defaulted Interest which shall be not more than 15 days and not less than 10
      days prior to the date of the proposed payment and not less than 10 days after
      the receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the name
      and at the expense of the Company, shall cause notice of the proposed payment
      of
      such Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder of Securities of such series at
      his
      address as it appears in the Security Register, not less than 10 days prior
      to
      such Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the Securities
      of
      such series (or their respective Predecessor Securities) are registered at
      the
      close of business on such Special Record Date and shall no longer be payable
      pursuant to the following clause (2).

     

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

     

    Subject
      to the foregoing provisions of this Section, each Security delivered under
      this
      Indenture upon registration of transfer of or in exchange for or in lieu of
      any
      other Security shall carry the rights to interest accrued and unpaid, and to
      accrue, which were carried by such other Security.

     

    Section
      3.8.  Persons
      Deemed Owners.

     

    Except
      as
      otherwise provided as contemplated by Section 3.1 with respect to any series
      of
      Securities, prior to due presentment of a Security for registration of transfer,
      the Company, the Trustee and, if applicable, the Guarantors and any agent
      thereof may treat the Person in whose name such Security is registered as the
      owner of such Security for the purpose of receiving payment of principal of
      and
      any premium and (subject to Sections 3.5 and 3.7) any interest on such Security
      and for all other purposes whatsoever, whether or not such Security be overdue,
      and none of the Company, the Trustee nor, if applicable, the Guarantors nor
      any
      agent of any of them shall be affected by notice to the contrary.

     

    No
      holder
      of any beneficial interest in any Global Security held on its behalf by a
      Depositary shall have any rights under this Indenture with respect to such
      Global Security, and such Depositary may be treated by the Company, the Trustee,
      and, if applicable, the Guarantors and any agent of thereof as the owner of
      such
      Global Security for all purposes whatsoever.

     

    Section
      3.9.  Cancellation.

     

    All
      Securities surrendered for payment, redemption, registration of transfer or
      exchange or for credit against any sinking fund payment shall, if surrendered
      to
      any Person other than the Trustee, be delivered to the Trustee and shall be
      promptly canceled by it. The Company may at any time deliver to the Trustee
      for
      cancellation any Securities previously authenticated and delivered hereunder
      which the Company may have acquired in any manner whatsoever, and may deliver
      to
      the Trustee (or to any other Person for delivery to the Trustee) for
      cancellation any Securities previously authenticated hereunder which the Company
      has not issued and sold, and all Securities so delivered shall be promptly
      canceled by the Trustee. No Securities shall be authenticated in lieu of or
      in
      exchange for any Securities canceled as provided in this Section, except as
      expressly permitted by this Indenture. All canceled Securities held by the
      Trustee shall be disposed of in accordance with its customary practices, and
      the
      Trustee shall thereafter deliver to the Company a certificate with respect
      to
      such disposition.

     

    Section
      3.10.  Computation
      of Interest.

     

    Except
      as
      otherwise specified as contemplated by Section 3.1 for Securities of any series,
      interest on the Securities of each series shall be computed on the basis of
      a
      year of twelve 30-day months.

     

    Section
      3.11.  CUSIP
      or CINS Numbers.

     

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

     

     

    ARTICLE
      FOUR

    SATISFACTION
      AND DISCHARGE

     

    Section
      4.1.  Satisfaction
      and Discharge of Indenture.

     

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

     

    (1)  either

     

    (a)  all
      such
      Securities theretofore authenticated and delivered (other than (i) such
      Securities which have been destroyed, lost or stolen and which have been
      replaced or paid as provided in Section 3.6, and (ii) such Securities for whose
      payment money has theretofore been deposited in trust or segregated and held
      in
      trust by the Company and thereafter repaid to the Company or discharged from
      such trust, as provided in Section 10.3) have been delivered to the Trustee
      for cancellation; or

     

    (b)  all
      such
      Securities not theretofore delivered to the Trustee for
      cancellation

     

    (1)  have
      become due and payable, or

     

    (2)  will
      become due and payable at their Stated Maturity within one year, or

     

    (3)  are
      to be
      called for redemption within one year under arrangements satisfactory to the
      Trustee for the giving of notice of redemption by the Trustee in the name,
      and
      at the expense, of the Company,

     

    and
      the
      Company, in the case of (1), (2) or (3) above, has deposited or caused to be
      deposited with the Trustee as trust funds in trust for such purpose an amount
      sufficient to pay and discharge the entire indebtedness on such Securities
      not
      theretofore delivered to the Trustee for cancellation, for principal (and
      premium, if any) and interest to the date of such deposit (in the case of
      Securities which have become due and payable) or to the Stated Maturity or
      Redemption Date, as the case may be;

     

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

     

    (3)  the
      Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
      Counsel, each stating that all conditions precedent herein provided for relating
      to the satisfaction and discharge of this Indenture with respect to such
      Securities have been complied with.

     

    Notwithstanding
      the satisfaction and discharge of this Indenture with respect to the Securities
      of any series, (x) the obligations of the Company to the Trustee under Section
      6.7, the obligations of the Trustee to any Authenticating Agent under Section
      6.14 and the right of the Trustee to resign under Section 6.10 shall survive,
      and (y) if money shall have been deposited with the Trustee pursuant to clause
      (1) of this Section, the obligations of the Company and the Trustee under
      Section 4.2, 6.6 and 10.2 and the last paragraph of Section 10.3 shall
      survive.

     

    Section
      4.2.  Application
      of Trust Money.

     

    Subject
      to the provisions of the last paragraph of Section 10.3, all money deposited
      with the Trustee pursuant to Section 4.1 shall be held in trust and applied
      by
      it, in accordance with the provisions of the Securities and this Indenture,
      to
      the payment, either directly or through any Paying Agent (including the Company
      acting as its own Paying Agent) as the Trustee may determine, to the Persons
      entitled thereto, of the principal and any premium and interest for whose
      payment such money has been deposited with the Trustee.

     

     

    ARTICLE
      FIVE

    REMEDIES

     

    Section
      5.1.  Events
      of Default.

     

    “Event
      of
      Default”, wherever used herein with respect to Securities of any series, means
      any one of the following events (whatever the reason for such Event of Default
      and whether it shall be voluntary or involuntary or be effected by operation
      of
      law or pursuant to any judgment, decree or order of any court or any order,
      rule
      or regulation of any administrative or governmental body):

     

    (1)  default
      in the payment of any interest upon any Security of that series when it becomes
      due and payable, and continuance of such default for a period of 30 days;
      or

     

    (2)  default
      in the payment of the principal of (or premium, if any, on) any Security of
      that
      series at its Maturity; or

     

    (3)  default
      in the performance, or breach, of any covenant set forth in Article Ten in
      this
      Indenture (other than a covenant a default in whose performance or whose breach
      is elsewhere in this Section specifically dealt with or which has expressly
      been
      included in this Indenture solely for the benefit of series of Securities other
      than that series), and continuance of such default or breach for a period of
      90
      days after there has been given, by registered or certified mail, to the Company
      by the Trustee or to the Company and the Trustee by the Holders of at least
      25%
      in principal amount of the Outstanding Securities of that series a written
      notice specifying such default or breach and requiring it to be remedied and
      stating that such notice is a “Notice of Default” hereunder; or

     

    (4)  default
      in the performance, or breach, of any covenant in this Indenture (other than
      a
      covenant in Article Ten or any other covenant a default in whose performance
      or
      whose breach is elsewhere in this Section specifically dealt with or which
      has
      expressly been included in this Indenture solely for the benefit of series
      of
      Securities other than that series), and continuance of such default or breach
      for a period of 180 days after there has been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee by the
      Holders of at least 25% in principal amount of the Outstanding Securities of
      that series a written notice specifying such default or breach and requiring
      it
      to be remedied and stating that such notice is a “Notice of Default” hereunder;
      or

     

    (5)  the
      Company pursuant to or within the meaning of any Bankruptcy Law
      (a) commences a voluntary case, (b) consents to the entry of any order for
      relief against it in an involuntary case, (c) consents to the appointment of
      a
      Custodian of it or for all or substantially all of its property, or (d) makes
      a
      general assignment for the benefit of its creditors; or

     

    (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, (b) appoints
      a Custodian of the Company or for all or substantially all of its property,
      or
      (c) orders the liquidation of the Company; and the order or decree remains
      unstayed and in effect for 90 consecutive days; or

     

    (7)  default
      in the deposit of any sinking fund payment when due; or

     

    (8)  any
      other
      Event of Default provided with respect to Securities of that series in
      accordance with Section 3.1.

     

    Section
      5.2.  Acceleration
      of Maturity; Rescission and Annulment.

     

    If
      an
      Event of Default with respect to Securities of any series at the time
      Outstanding occurs and is continuing, then in every such case the Trustee or
      the
      Holders of a specified percentage in aggregate principal amount of the
      Outstanding Securities of that series may declare the principal amount (or,
      if
      the Securities of that series are Original Issue Discount Securities, such
      portion of the principal amount as may be specified in the terms of that series)
      of all of the Securities of that series to be due and payable immediately,
      by a
      notice in writing to the Company (and to the Trustee if given by Holders),
      and
      upon any such declaration such principal amount (or specified amount) shall
      become immediately due and payable. Notwithstanding the foregoing, if an Event
      of Default specified in clause (5) or (6) of Section 5.1 occurs, the
      Securities of any series at the time Outstanding shall be due and payable
      immediately without further action or notice.

     

    At
      any
      time after such a declaration of acceleration with respect to Securities of
      any
      series has been made and before a judgment or decree for payment of the money
      due has been obtained by the Trustee as hereinafter in this Article Five
      provided, the Holders of a majority in principal amount of the Outstanding
      Securities of that series, by written notice to the Company and the Trustee,
      may
      rescind and annul such declaration and its consequences if:

     

    (1)  the
      Company or, if applicable, one or more of the Guarantors has paid or deposited
      with the Trustee a sum sufficient to pay:

     

    (a)  all
      overdue interest on all Securities of that series,

     

    (b)  the
      principal of (and premium, if any, on) any Securities of that series which
      have
      become due otherwise than by such declaration of acceleration and any interest
      thereon at the rate or rates prescribed therefor in such
      Securities,

     

    (c)  to
      the
      extent that payment of such interest is lawful, interest upon overdue interest
      at the rate or rates prescribed therefor in such Securities, and

     

    (d)  all
      sums
      paid or advanced by the Trustee hereunder and the reasonable compensation,
      expenses, disbursements and advances of the Trustee, its agents and counsel;
      and

     

    (2)  all
      Events of Default with respect to Securities of that series, other than the
      non-payment of the principal of Securities of that series which have become
      due
      solely by such declaration of acceleration, have been cured or waived as
      provided in Section 5.13.

     

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

     

    Section
      5.3.  Collection
      of Indebtedness and Suits for Enforcement by Trustee.

     

    The
      Company covenants that if:

     

    (1)  default
      is made in the payment of any installment of interest on any Security when
      such
      interest becomes due and payable and such default continues for a period of
      60
      days, or

     

    (2)  default
      is made in the payment of the principal of (or premium, if any, on) any Security
      at the Maturity thereof,

     

    the
      Company will, upon demand of the Trustee, pay to it, for the benefit of the
      Holders of such Securities, the whole amount then due and payable on such
      Securities for principal and any premium and interest and, to the extent that
      payment of such interest shall be legally enforceable, interest on any overdue
      principal and any premium and on any overdue interest, at the rate or rates
      prescribed therefor in such Securities, and, in addition thereto, 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.

     

    If
      the
      Company fails to pay such amounts forthwith upon such demand, the Trustee,
      in
      its own name and as trustee of an express trust, may institute a judicial
      proceeding for the collection of the sums so due and unpaid, may prosecute
      such
      proceeding to judgment or final decree and may enforce the same against the
      Company or, if applicable, the Guarantors or any other obligor upon such
      Securities and collect the moneys adjudged or decreed to be payable in the
      manner provided by law out of the property of the Company or, if applicable,
      the
      Guarantors or any other obligor upon such Securities, wherever
      situated.

     

    If
      an
      Event of Default with respect to Securities of any series occurs and is
      continuing, the Trustee may in its discretion proceed to protect and enforce
      its
      rights and the rights of the Holders of Securities of such series by such
      appropriate judicial proceedings as the Trustee shall deem most effectual to
      protect and enforce any such rights, whether for the specific enforcement of
      any
      covenant or agreement in this Indenture or in aid of the exercise of any power
      granted herein, or to enforce any other proper remedy.

     

    Section
      5.4.  Trustee
      May File Proofs of Claim.

     

    In
      case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to the Company or, if applicable, any Guarantor or any
      other
      obligor upon the Securities, their property or their creditors, the Trustee
      (irrespective of whether the principal of the Securities shall then be due
      and
      payable as therein expressed or by declaration or otherwise and irrespective
      of
      whether the Trustee shall have made any demand on the Company or, if applicable,
      the Guarantors for the payment of overdue principal or interest) shall be
      entitled and empowered, by intervention in such proceeding or
      otherwise,

     

    (i)  to
      file
      and prove a claim for the whole amount of principal (and premium, if any) and
      interest owing and unpaid in respect of the Securities and to file such 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 of the
      Holders allowed in such judicial proceeding, and

     

    (ii)  to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute the same;

     

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Holder to make such payments to the Trustee and, if the Trustee shall consent
      to
      the making of such payments directly to the Holders, to pay to the Trustee
      any
      amount due it for the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel, and any other amounts due
      the
      Trustee under Section 6.7.

     

    No
      provision of this Indenture shall be deemed to authorize the Trustee to
      authorize or consent to or accept or adopt on behalf of any Holder any plan
      of
      reorganization, compromise, arrangement, adjustment or composition affecting
      the
      Securities or, if applicable, the Guarantee or the rights of any Holder thereof
      or to authorize the Trustee to vote in respect of the claim of any Holder in
      any
      such proceeding; provided, however, that the Trustee may, on behalf of the
      Holders, vote for the election of a trustee in bankruptcy or similar official
      and be a member of a creditors’ or other similar committee.

     

    Section
      5.5.  Trustee
      May Enforce Claims Without Possession of Securities.

     

    All
      rights of action and claims under this Indenture or the Securities may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Securities or the production thereof in any proceeding relating thereto, and
      any
      such proceeding instituted by the Trustee shall be brought in its own name
      as
      trustee of an express trust, and any recovery of judgment shall, after provision
      for the payment of the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel, be for the ratable benefit
      of
      the Holders of the Securities in respect of which such judgment has been
      recovered.

     

    Section
      5.6.  Application
      of Money Collected.

     

    Any
      money
      collected by the Trustee pursuant to this Article Five shall be applied in
      the
      following order, at the date or dates fixed by the Trustee and, in case of
      the
      distribution of such money on account of principal or any premium or interest,
      upon presentation of the Securities and the notation thereon of the payment
      if
      only partially paid and upon surrender thereof if fully paid:

     

    FIRST:
      To
      the payment of all amounts due the Trustee under Section 6.7;

     

    SECOND:
      To the payment of the amounts then due and unpaid for principal of and any
      premium and interest on the Securities in respect of which or for the benefit
      of
      which such money has been collected, ratably, without preference or priority
      of
      any kind, according to the amounts due and payable on such Securities for
      principal and any premium and interest, respectively; and

     

    THIRD:
      The balance, if any, to the Company.

     

    Section
      5.7.  Limitation
      on Suits.

     

    No
      Holder
      of any Security of any series shall have any right to institute any proceeding,
      judicial or otherwise, with respect to this Indenture (including, if applicable,
      the Guarantee), or for the appointment of a receiver or trustee, or for any
      other remedy hereunder, unless:

     

    (1)  such
      Holder has previously given written notice to the Trustee of a continuing Event
      of Default with respect to the Securities of that series;

     

    (2)  the
      Holders of not less than 25% in principal amount of the Outstanding Securities
      of that series shall have made written request to the Trustee to institute
      proceedings in respect of such Event of Default in its own name as Trustee
      hereunder;

     

    (3)  such
      Holder or Holders have offered to the Trustee reasonable indemnity against
      the
      costs, expenses and liabilities to be incurred in compliance with such
      request;

     

    (4)  the
      Trustee for 60 days after its receipt of such notice, request and offer of
      indemnity has failed to institute any such proceeding; and

     

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

     

    it
      being
      understood and intended that no one or more of such Holders shall have any
      right
      in any manner whatever by virtue of, or by availing of, any provision of this
      Indenture to affect, disturb or prejudice the rights of any other of such
      Holders, or to obtain or to seek to obtain priority or preference over any
      other
      of such Holders or to enforce any right under this Indenture, except in the
      manner herein provided and for the equal and ratable benefit of all such
      Holders.

     

    Section
      5.8.  Unconditional
      Right of Holders to Receive Principal, Premium and
      Interest.

     

    Notwithstanding
      any other provision in this Indenture, the Holder of any Security shall have
      the
      right, which is absolute and unconditional, to receive payment of the principal
      of and any premium and (subject to Sections 3.5 and 3.7) interest on such
      Security on the Stated Maturity or Maturities expressed in such Security (or,
      in
      the case of redemption, on the Redemption Date) and to institute suit for the
      enforcement of any such payment, and such rights shall not be impaired without
      the consent of such Holder.

     

    Section
      5.9.  Restoration
      of Rights and Remedies.

     

    If
      the
      Trustee or any Holder has instituted any proceeding to enforce any right or
      remedy under this Indenture and such proceeding has been discontinued or
      abandoned for any reason, or has been determined adversely to the Trustee or
      to
      such Holder, then and in every such case, subject to any determination in such
      proceeding, the Company, the Guarantors, the Trustee and the Holders shall
      be
      restored severally and respectively to their former positions hereunder and
      thereafter all rights and remedies of the Trustee and the Holders shall continue
      as though no such proceeding had been instituted.

     

    Section
      5.10.  Rights
      and Remedies Cumulative.

     

    Except
      as
      otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Securities in the last paragraph of Section 3.6,
      no
      right or remedy herein conferred upon or reserved to the Trustee or to the
      Holders is intended to be exclusive of any other right or remedy, and every
      right and remedy shall, to the extent permitted by law, be cumulative and in
      addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or otherwise. The assertion or employment of any
      right or remedy hereunder, or otherwise, shall not prevent the concurrent
      assertion or employment of any other appropriate right or remedy.

     

    Section
      5.11.  Delay
      or Omission Not Waiver.

     

    To
      fullest extent permitted by applicable law, no delay or omission of the Trustee
      or of any Holder of any Securities to exercise any right or remedy accruing
      upon
      any Event of Default shall impair any such right or remedy or constitute a
      waiver of any such Event of Default or an acquiescence therein. Every right
      and
      remedy given by this Article Five or by law to the Trustee or to the Holders
      may
      be exercised from time to time, and as often as may be deemed expedient, by
      the
      Trustee or by the Holders, as the case may be.

     

    Section
      5.12.  Control
      by Holders.

     

    The
      Holders of not less than a majority in principal amount of the Outstanding
      Securities of any series shall have the right to 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 the Trustee, with respect to the
      Securities of such series; provided, however, that:

     

    (1)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (2)  the
      Trustee may take any other action deemed proper by the Trustee which is not
      inconsistent with such direction; and

     

    (3)  subject
      to the provisions of Section 6.1, the Trustee shall have the right to decline
      to
      follow any such direction if the Trustee in good faith shall determine that
      the
      proceeding so directed would involve the Trustee in personal
      liability.

     

    Section
      5.13.  Waiver
      of Past Defaults.

     

    The
      Holders of not less than a majority in principal amount of the Outstanding
      Securities of any series may on behalf of the Holders of all the Securities
      of
      such series waive any past default hereunder with respect to such series and
      its
      consequences, except:

     

    (1)  a
      continuing default in the payment of the principal of or any premium or interest
      on any Security of such series, or

     

    (2)  a
      default
      in respect of a covenant or provision hereof which under Article Nine cannot
      be
      modified or amended without the consent of the Holder of each Outstanding
      Security of such series affected.

     

    Upon
      any
      such waiver, such default shall cease to exist, and any Event of Default arising
      therefrom shall be deemed to have been cured, for every purpose of this
      Indenture, but no such waiver shall extend to any subsequent or other default
      or
      impair any right consequent thereon.

     

    Section
      5.14.  Undertaking
      for Costs.

     

    All
      parties to this Indenture agree, and each Holder of any Security by his
      acceptance thereof shall be deemed to have agreed, that any court may in its
      discretion require, 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,
      suffered or omitted by it as Trustee, the filing by any party litigant, other
      than the Trustee, in such suit of an undertaking to pay the costs of such suit,
      and that such court may in its discretion assess reasonable costs, including
      reasonable attorneys’ fees, against any party litigant in such suit, having due
      regard to the merits and good faith of the claims or defenses made by such
      party
      litigant; but (1) the provisions of this Section 5.14 shall not apply to any
      suit instituted by the Company, to any suit instituted by the Trustee, to any
      suit instituted by any Holder, or group of Holders, holding in the aggregate
      more than 10% in principal amount of the Outstanding Securities of any series,
      or to any suit instituted by any Holder for the enforcement of the payment
      of
      the principal of (or premium, if any) or interest on any Security on or after
      the Stated Maturity or Maturities expressed in such Security (or, in the case
      of
      redemption, on or after the Redemption Date).

     

    Section
      5.15.  Waiver
      of Stay or Extension Laws.

     

    Each
      of
      the Company and the Guarantors covenants (to the extent that it may lawfully
      do
      so) that it will not at any time insist upon, or plead, or in any manner
      whatsoever claim or take the benefit or advantage of, any stay or extension
      law
      wherever enacted, now or at any time hereafter in force, which may affect the
      covenants or the performance of this Indenture; and each of the Company and
      the
      Guarantors (to the extent that it may lawfully do so) 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.

     

     

    ARTICLE
      SIX

    THE
      TRUSTEE

     

    Section
      6.1.  Certain
      Duties and Responsibilities.

     

    (a)  Except
      during the continuance of an Event of Default,

     

    (1)  the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture and as are provided by the Trust
      Indenture Act, and, except for implied covenants or obligations under the Trust
      Indenture Act, no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

     

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

     

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

     

    (c)  No
      provision of this Indenture shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act, or
      its
      own willful misconduct, except that

     

    (1)  this
      Subsection shall not be construed to limit the effect of Subsection (a) of
      this
      Section;

     

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

     

    (3)  the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the direction of the Holders of
      a
      majority in principal amount of the Outstanding Securities of any series, given
      pursuant to Section 5.12, relating to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee, or exercising any trust
      or power conferred upon the Trustee, under this Indenture with respect to the
      Securities of such series; and

     

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

     

    (d)  Whether
      or not therein expressly so provided, every provision of this Indenture relating
      to the conduct or affecting the liability of or affording protection to the
      Trustee shall be subject to the provisions of this Section.

     

    Section
      6.2.  Notice
      of Defaults.

     

    Within
      90
      days after the occurrence of any Default hereunder with respect to the
      Securities of any series, the Trustee shall transmit by mail to all Holders
      of
      Securities of such series, as their names and addresses appear in the Security
      Register, notice of such Default hereunder known to the Trustee, unless such
      Default shall have been cured or waived; provided, however, that, except in
      the
      case of a Default in the payment of the principal of or any premium or interest
      on any Security of such series or in the payment of any sinking fund installment
      with respect to Securities of such series, the Trustee shall be protected in
      withholding such notice if and so long as the board of directors, the executive
      committee or a trust committee of directors and/or Responsible Officers of
      the
      Trustee in good faith determine that the withholding of such notice is in the
      interest of the Holders of Securities of such series; and, provided, further,
      that in the case of any Default of the character specified in Section 5.1(3)
      with respect to Securities of such series, no such notice to Holders shall
      be
      given until at least 90 days after the occurrence thereof and that in the case
      of any Default of the character specified in Section 5.1(4) with respect to
      Securities of such series, no such notice to Holders shall be given until at
      least 180 days after the occurrence thereof.

     

    Section
      6.3.  Certain
      Rights of Trustee.

     

    Subject
      to the provisions of Section 6.1:

     

    (a)  the
      Trustee may conclusively rely and shall be fully protected in acting or
      refraining from acting upon any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond, debenture,
      note, other evidence of indebtedness or other paper or document believed by
      it
      to be genuine and to have been signed or presented by the proper party or
      parties;

     

    (b)  any
      request or direction of the Company or a Guarantor mentioned herein shall be
      sufficiently evidenced by a Company Request or Company Order (other than
      delivery of any Security to the Trustee for authentication and delivery pursuant
      to Section 3.3, which shall be sufficiently evidenced as provided therein)
      and
      any resolution of the Board of Directors may be sufficiently evidenced by a
      Board Resolution;

     

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

     

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

     

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

     

    (f)  the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note, other
      evidence of indebtedness or other paper or document, but the Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or
      matters as it may see fit, and, if the Trustee shall determine to make such
      further inquiry or investigation, it shall be entitled to examine the books,
      records and premises of the Company, personally or by agent or
      attorney;

     

    (g)  the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys and the Trustee
      shall not be responsible for any misconduct or negligence on the part of any
      agent or attorney appointed with due care by it hereunder and shall not be
      responsible for the supervision of officers and employees of such agents or
      attorneys;

     

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

     

    (i)  the
      Trustee shall be entitled to the rights and protections afforded to the Trustee
      pursuant to this Article Six in acting as a Paying Agent or Security Registrar
      hereunder.

     

    Section
      6.4.  Not
      Responsible for Recitals or Issuance of Securities.

     

    The
      recitals contained herein and in the Securities, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company
      or, if applicable, the Guarantors, and the Trustee or any Authenticating Agent
      assumes no responsibility for their correctness. Neither the Trustee nor any
      Authenticating Agent makes any representations as to the validity or sufficiency
      of this Indenture or of the Securities. The Trustee or any Authenticating Agent
      shall not be accountable for the use or application by the Company of Securities
      or the proceeds thereof.

     

    Section
      6.5.  May
      Hold Securities.

     

    The
      Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
      or
      any other agent of the Company or, if applicable, any Guarantor, in its
      individual or any other capacity, may become the owner or pledgee of Securities
      and, subject to Sections 310(b) and 311 of the Trust Indenture Act and Sections
      6.8, 6.9 and 6.13, may otherwise deal with the Company or, if applicable, the
      Guarantors with the same rights it would have if it were not Trustee,
      Authenticating Agent, Paying Agent, Security Registrar or such other
      agent.

     

    Section
      6.6.  Money
      Held in Trust.

     

    Money
      held by the Trustee in trust hereunder need not be segregated from other funds
      except to the extent required by law. The Trustee shall be under no liability
      for interest on any money received by it hereunder except as otherwise agreed
      in
      writing with the Company or, if applicable, one or more of the
      Guarantors.

     

    Section
      6.7.  Compensation
      and Reimbursement.

     

    The
      Company agrees:

     

    (1)  to
      pay to
      the Trustee from time to time reasonable compensation for all services rendered
      by it hereunder (which compensation shall not be limited by any provision of
      law
      in regard to the compensation of a trustee of an express trust);

     

    (2)  except
      as
      otherwise expressly provided herein, to reimburse the Trustee upon its request
      for all reasonable expenses, disbursements and advances incurred or made by
      the
      Trustee in accordance with any provision of this Indenture (including the
      reasonable compensation and the expenses and disbursements of its agents and
      counsel), except any such expense, disbursement or advance as may be
      attributable to its negligence or bad faith; and

     

    (3)  to
      indemnify each of the Trustee and its officers, directors, agents and employees
      for, and to hold it harmless against, any loss, liability or expense incurred
      without negligence or willful misconduct on its part, arising out of or in
      connection with the acceptance or administration of the trust or trusts
      hereunder, including the costs and expenses of defending itself against any
      claim or liability in connection with the exercise or performance of any of
      its
      powers or duties hereunder.

     

    As
      security for the performance of the obligations of the Company under this
      Section the Trustee shall have a lien prior to the Securities upon all property
      and funds held or collected by the Trustee as such, except funds held in trust
      for the payment of principal of (and premium, if any) or interest on particular
      Securities.

     

    Without
      limiting any rights available to the Trustee under applicable law, when the
      Trustee incurs expenses or renders services in connection with an Event of
      Default specified in Section 5.1(5) or Section 5.1(6), the expenses
      (including the reasonable charges and expenses of its counsel) and the
      compensation for the services of the Trustee are intended to constitute expenses
      of administration under any applicable Bankruptcy Law.

     

    The
      provisions of this Section 6.7 shall survive the satisfaction and discharge
      of
      this Indenture and the defeasance of the Securities.

     

    Section
      6.8.  Disqualification;
      Conflicting Interests.

     

    Reference
      is made to Section 310(b) of the Trust Indenture Act. There shall be excluded
      from the operation of Section 310(b)(1) of the Trust Indenture Act this
      Indenture with respect to the Securities of more than one series.

     

    Section
      6.9.  Corporate
      Trustee Required; Eligibility.

     

    There
      shall at all times be a Trustee hereunder which shall be a corporation organized
      and doing business under the laws of the United States of America, any State
      thereof or the District of Columbia, authorized under such laws to exercise
      corporate trust powers, having a combined capital and surplus required by the
      Trust Indenture Act, subject to supervision or examination by Federal or State
      authority. If such corporation publishes reports of condition at least annually,
      pursuant to law or to the requirements of said supervising or examining
      authority, then for the purposes of this Section, the combined capital and
      surplus of such corporation shall be deemed to be its combined capital and
      surplus as set forth in its most recent report of condition so published. The
      Trustee shall not be an obligor upon the Securities or an Affiliate thereof.
      If
      at any time the Trustee shall cease to be eligible in accordance with the
      provisions of this Section, it shall resign immediately in the manner and with
      the effect hereinafter specified in this Article Six.

     

    Section
      6.10.  Resignation
      and Removal; Appointment of Successor.

     

    (a)  No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article shall become effective until the acceptance of
      appointment by the successor Trustee in accordance with the applicable
      requirements of Section 6.11.

     

    (b)  The
      Trustee may resign at any time with respect to the Securities of one or more
      series by giving written notice thereof to the Company. If the instrument of
      acceptance by a successor Trustee required by Section 6.11 shall not have been
      delivered to the Trustee within 30 days after the giving of such notice of
      resignation, the resigning Trustee may petition any court of competent
      jurisdiction for the appointment of a successor Trustee with respect to the
      Securities of such series.

     

    (c)  The
      Trustee may be removed at any time with respect to the Securities of any series
      by Act of the Holders of a majority in principal amount of the Outstanding
      Securities of such series, delivered to the Trustee and to the
      Company.

     

    (d)  If
      at any
      time:

     

    (1)  the
      Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act
      after written request therefor by the Company or by any Holder who has been
      a
      bona fide Holder of a Security for at least six months, or

     

    (2)  the
      Trustee shall cease to be eligible under Section 6.9 and shall fail to resign
      after written request therefor by the Company or by any such Holder,
      or

     

    (3)  the
      Trustee shall become incapable of acting or shall be adjudged a bankrupt or
      insolvent or a receiver of the Trustee or of its property shall be appointed
      or
      any public officer shall take charge or control of the Trustee or of its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, then, in any such case, (i) the Company by a Board Resolution
      may
      remove the Trustee with respect to all Securities, or (ii) subject to Section
      5.14, any Holder who has been a bona fide Holder of a Security for at least
      six
      months may, on behalf of himself and all others similarly situated, petition
      any
      court of competent jurisdiction for the removal of the Trustee with respect
      to
      all Securities and the appointment of a successor Trustee or
      Trustees.

     

    (e)  If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any cause, with respect to the
      Securities of one or more series, the Company, by a Board Resolution, shall
      promptly appoint a successor Trustee or Trustees with respect to the Securities
      of that or those series (it being understood that any such successor Trustee
      may
      be appointed with respect to the Securities of one or more or all of such series
      and that at any time there shall be only one Trustee with respect to the
      Securities of any particular series) and shall comply with the applicable
      requirements of Section 6.11. If, within one year after such resignation,
      removal or incapability, or the occurrence of such vacancy, a successor Trustee
      with respect to the Securities of any series shall be appointed by Act of the
      Holders of a majority in principal amount of the Outstanding Securities of
      such
      series delivered to the Company and the retiring Trustee, the successor Trustee
      so appointed shall, forthwith upon its acceptance of such appointment in
      accordance with the applicable requirements of Section 6.11, become the
      successor Trustee with respect to the Securities of such series and to that
      extent supersede the successor Trustee appointed by the Company. If no successor
      Trustee with respect to the Securities of any series shall have been so
      appointed by the Company or the Holders and accepted appointment in the manner
      required by Section 6.11, any Holder who has been a bona fide Holder of a
      Security of such series for at least six months may, on behalf of himself and
      all others similarly situated, petition any court of competent jurisdiction
      for
      the appointment of a successor Trustee with respect to the Securities of such
      series.

     

    (f)  The
      Company shall give notice of each resignation and each removal of the Trustee
      with respect to the Securities of any series and each appointment of a successor
      Trustee with respect to the Securities of any series to all Holders of
      Securities of such series in the manner provided in Section 1.7. Each notice
      shall include the name of the successor Trustee with respect to the Securities
      of such series and the address of its Corporate Trust Office. 

     

    Section
      6.11.  Acceptance
      of Appointment by Successor.

     

    (a)  In
      case
      of the appointment hereunder of a successor Trustee with respect to all
      Securities, every such successor Trustee so appointed shall execute, acknowledge
      and deliver to the Company, the Guarantors (if applicable) and to the retiring
      Trustee an instrument accepting such appointment, and thereupon the resignation
      or removal of the retiring Trustee shall become effective and such successor
      Trustee, without any further act, deed or conveyance, shall become vested with
      all the rights, powers, trusts and duties of the retiring Trustee; but, on
      the
      request of the Company or, if applicable, any Guarantor or the successor
      Trustee, such retiring Trustee shall, upon payment of its charges, execute
      and
      deliver an instrument transferring to such successor Trustee all the rights,
      powers and trusts of the retiring Trustee and shall duly assign, transfer and
      deliver to such successor Trustee all property and money held by such retiring
      Trustee hereunder.

     

    (b)  In
      case
      of the appointment hereunder of a successor Trustee with respect to the
      Securities of one or more (but not all) series, the Company, the Guarantors
      (if
      applicable), the retiring Trustee and each successor Trustee with respect to
      the
      Securities of one or more series shall execute and deliver an indenture
      supplemental hereto wherein each successor Trustee shall accept such appointment
      and which (1) shall contain such provisions as shall be necessary or desirable
      to transfer and confirm to, and to vest in, each successor Trustee all the
      rights, powers, trusts and duties of the retiring Trustee with respect to the
      Securities of that or those series to which the appointment of such successor
      Trustee relates, (2) if the retiring Trustee is not retiring with respect to
      all
      Securities, shall contain such provisions as shall be deemed necessary or
      desirable to confirm that all the rights, powers, trusts and duties of the
      retiring Trustee with respect to the Securities of that or those series as
      to
      which the retiring Trustee is not retiring shall continue to be vested in the
      retiring Trustee, and (3) shall add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the administration
      of the trusts hereunder by more than one Trustee, it being understood that
      nothing herein or in such supplemental indenture shall constitute such Trustees
      co-trustees of the same trust and that each such Trustee shall be trustee of
      a
      trust or trusts hereunder separate and apart from any trust or trusts hereunder
      administered by any other such Trustee; and upon the execution and delivery
      of
      such supplemental indenture the resignation or removal of the retiring Trustee
      shall become effective to the extent provided therein and each such successor
      Trustee, without any further act, deed or conveyance, shall become vested with
      all the rights, powers, trusts and duties of the retiring Trustee with respect
      to the Securities of that or those series to which the appointment of such
      successor Trustee relates; but, on request of the Company, any Guarantor (if
      applicable) or any successor Trustee, such retiring Trustee shall duly assign,
      transfer and deliver to such successor Trustee all property and money held
      by
      such retiring Trustee hereunder with respect to the Securities of that or those
      series to which the appointment of such successor Trustee relates.

     

    (c)  Upon
      request of any such successor Trustee, the Company and, if applicable, the
      Guarantors shall execute any and all instruments for more fully and certainly
      vesting in and confirming to such successor Trustee all such rights, powers
      and
      trusts referred to in paragraph (a) or (b) of this Section, as the case may
      be.

     

    (d)  No
      successor Trustee shall accept its appointment unless at the time of such
      acceptance such successor Trustee shall be qualified and eligible under this
      Article and the Trust Indenture Act.

     

    Section
      6.12.  Merger,
      Conversion, Consolidation or Succession to Business.

     

    Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to all or substantially all the corporate trust business of the
      Trustee, shall be the successor of the Trustee hereunder, provided such
      corporation shall be otherwise qualified and eligible under this Article Six,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto. In case any Securities shall have been authenticated,
      but not delivered, by the Trustee then in office, any successor by merger,
      conversion or consolidation to such authenticating Trustee may adopt such
      authentication and deliver the Securities so authenticated with the same effect
      as if such successor Trustee had itself authenticated such
      Securities.

     

    Section
      6.13.  Preferential
      Collection of Claims Against Company.

     

    Reference
      is made to Section 311 of the Trust Indenture Act. For purposes of Section
      311(b) of the Trust Indenture Act,

     

    (1)  the
      term
“cash transaction” means any transaction in which full payment for goods or
      securities sold is made within seven days after delivery of the goods or
      securities in currency or in checks or other orders drawn upon banks or bankers
      and payable upon demand;

     

    (2)  the
      term
“self-liquidating paper” means any draft, bill of exchange, acceptance or
      obligation which is made, drawn, negotiated or incurred by the Company or,
      if
      applicable, any Guarantor for the purpose of financing the purchase, processing,
      manufacturing, shipment, storage or sale of goods, wares or merchandise and
      which is secured by documents evidencing title to, possession of, or a lien
      upon, the goods, wares or merchandise or the receivables or proceeds arising
      from the sale of the goods, wares or merchandise previously constituting the
      security, provided the security is received by the Trustee simultaneously with
      the creation of the creditor relationship with the Company or, if applicable,
      such Guarantor arising from the making, drawing, negotiating or incurring of
      the
      draft, bill of exchange, acceptance or obligation.

     

    Section
      6.14.  Appointment
      of Authenticating Agent.

     

    The
      Trustee may appoint an Authenticating Agent or Agents with respect to one or
      more series of Securities which shall be authorized to act on behalf of the
      Trustee to authenticate Securities of such series issued upon exchange,
      registration of transfer or partial redemption thereof or pursuant to
      Section 3.6, and Securities so authenticated shall be entitled to the
      benefits of this Indenture and shall be valid and obligatory for all purposes
      as
      if authenticated by the Trustee hereunder. Wherever reference is made in this
      Indenture to the authentication and delivery of Securities by the Trustee or
      the
      Trustee’s certificate of authentication, such reference shall be deemed to
      include authentication and delivery on behalf of the Trustee by an
      Authenticating Agent and a certificate of authentication executed on behalf
      of
      the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
      acceptable to the Company and shall at all times be a corporation organized
      and
      doing business under the laws of the United States of America, any State thereof
      or the District of Columbia, authorized under such laws to act as Authenticating
      Agent, having a combined capital and surplus of not less than $100,000,000
      and
      subject to supervision or examination by Federal or State authority. If such
      Authenticating Agent publishes reports of condition at least annually, pursuant
      to law or to the requirements of said supervising or examining authority, then
      for the purposes of this Section, the combined capital and surplus of such
      Authenticating Agent shall be deemed to be its combined capital and surplus
      as
      set forth in its most recent report of condition so published. If at any time
      an
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section, such Authenticating Agent shall resign immediately
      in the manner and with the effect specified in this Section.

     

    Any
      corporation into which an Authenticating Agent may be merged or converted or
      with which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any corporation succeeding to all or substantially all of the corporate
      agency or corporate trust business of an Authenticating Agent, shall continue
      to
      be an Authenticating Agent, provided such corporation shall be otherwise
      eligible under this Section, without the execution or filing of any paper or
      any
      further act on the part of the Trustee or the Authenticating Agent.

     

    An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and to the Company and, if applicable, the Guarantors. The Trustee
      may at any time terminate the agency of an Authenticating Agent by giving
      written notice thereof to such Authenticating Agent and to the Company and,
      if
      applicable, the Guarantors. Upon receiving such a notice of resignation or
      upon
      such a termination, or in case at any time such Authenticating Agent shall
      cease
      to be eligible in accordance with the provisions of this Section, the Trustee
      may appoint a successor Authenticating Agent which shall be acceptable to the
      Company and, if applicable, the Guarantors and shall mail written notice of
      such
      appointment by first-class mail, postage prepaid, to all Holders of Securities
      of the series with respect to which such Authenticating Agent will serve, as
      their names and addresses appear in the Security Register. Any successor
      Authenticating Agent upon acceptance of its appointment hereunder shall become
      vested with all the rights, powers and duties of its predecessor hereunder,
      with
      like effect as if originally named as an Authenticating Agent. No successor
      Authenticating Agent shall be appointed unless eligible under the provisions
      of
      this Section.

     

    Except
      with respect to an Authenticating Agent appointed at the request of the Company
      or, if applicable, the Guarantors, the Trustee agrees to pay to each
      Authenticating Agent from time to time reasonable compensation for its services
      under this Section 6.14, and the Trustee shall be entitled to be reimbursed
      by
      the Company or, if applicable, the Guarantors for such payments, subject to
      the
      provisions of Section 6.7.

     

    If
      an
      appointment with respect to one or more series is made pursuant to this Section
      6.14, the Securities of such series may have endorsed thereon, in addition
      to
      the Trustee’s certificate of authentication, an alternate certificate of
      authentication in the following form:

     

    
      	 	
              This
                is one of the Securities of the series designated therein referred
                to in
                the within-mentioned Indenture.

            


    

     

    [                                           
      ],

    As
      Trustee

    


    By:       

    As
      Authenticating Agent

    


    By:       

    Authorized
      Officer

     

     

    ARTICLE
      SEVEN  

    HOLDERS’
      LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

    Section
      7.1.  Company
      to Furnish Trustee Names and Addresses of Holders.

     

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

     

    (a)  semi-annually,
      not more than 15 days after each Regular Record Date for a series of Securities,
      a list for such series of Securities, in such form as the Trustee may reasonably
      require, of the names and addresses of the Holders of Securities of such series
      as of such Regular Record Date, and

     

    (b)  at
      such
      other times as the Trustee may request in writing, within 30 days after the
      receipt by the Company of any such request, a list of similar form and content
      as of a date not more than 15 days prior to the time such list is furnished;
      provided, however, that if and so long as the Trustee shall be the Security
      Registrar, no such list need be furnished with respect to such series of
      Securities.

     

    Section
      7.2.  Preservation
      of Information; Communications to Holders.

     

    (a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section 7.1 and the names and addresses of Holders
      received by the Trustee in its capacity as Security Registrar. The Trustee
      may
      destroy any list furnished to it as provided in Section 7.1 upon receipt of
      a
      new list so furnished.

     

    (b)  If
      three
      or more Holders (herein referred to as “applicants”) apply in writing to the
      Trustee, and furnish to the Trustee reasonable proof that each such applicant
      has owned a Security for a period of at least six months preceding the date
      of
      such application, and such application states that the applicants desire to
      communicate with other Holders with respect to their rights under this Indenture
      or under the Securities and is accompanied by a copy of the form of proxy or
      other communication which such applicants propose to transmit, then the Trustee
      shall, within five business days after the receipt of such application, at
      its
      election, either

     

    (i)  afford
      such applicants access to the information preserved at the time by the Trustee
      in accordance with Section 7.2(a), or

     

    (ii)  inform
      such applicants as to the approximate number of Holders whose names and
      addresses appear in the information preserved at the time by the Trustee in
      accordance with Section 7.2(a) , and as to the approximate cost of mailing
      to
      such Holders the form of proxy or other communication, if any, specified in
      such
      application.

     

    If
      the
      Trustee shall elect not to afford such applicants access to such information,
      the Trustee shall, upon the written request of such applicants, mail to each
      Holder whose name and address appear in the information preserved at the time
      by
      the Trustee in accordance with Section 7.2(a) a copy of the form of proxy or
      other communication which is specified in such request, with reasonable
      promptness after a tender to the Trustee of the material to be mailed and of
      payment, or provision for the payment, of the reasonable expenses of mailing,
      unless within five days after such tender the Trustee shall mail to such
      applicants and file with the Commission, together with a copy of the material
      to
      be mailed, a written statement to the effect that, in the opinion of the
      Trustee, such mailing would be contrary to the best interest of the Holders
      or
      would be in violation of applicable law. Such written statement shall specify
      the basis of such opinion. If the Commission, after opportunity for a hearing
      upon the objections specified in the written statement so filed, shall enter
      an
      order refusing to sustain any of such objections or if, after the entry of
      an
      order sustaining one or more of such objections, the Commission shall find,
      after notice and opportunity for hearing, that all the objections so sustained
      have been met and shall enter an order so declaring, the Trustee shall mail
      copies of such material to all such Holders with reasonable promptness after
      the
      entry of such order and the renewal of such tender; otherwise the Trustee shall
      be relieved of any obligation or duty to such applicants respecting their
      application.

    


    (c)  Every
      Holder of Securities, by receiving and holding the same, agrees with the
      Company, the Guarantors (if applicable) and the Trustee that none of the
      Company, the Guarantors (if applicable) nor the Trustee nor any agent of any
      of
      them shall be held accountable by reason of the disclosure of any such
      information as to the names and addresses of the Holders in accordance with
      Section 7.2(b), regardless of the source from which such information was
      derived, and that the Trustee shall not be held accountable by reason of mailing
      any material pursuant to a request made under Section 7.2(b).

     

    Section
      7.3.  Reports
      by Trustee.

     

    Any
      Trustee’s report required pursuant to Section 313(a) of the Trust Indenture Act
      shall be dated as of May 15, and shall be transmitted within 60 days after
      May
      15 of each year (but in all events at intervals of not more than 12 months),
      commencing with the year 2003, by mail to all Holders, as their names and
      addresses appear in the Security Register. A copy of each such report shall,
      at
      the time of such transmission to Holders, be filed by the Trustee with each
      stock exchange upon which any Securities are listed, with the Commission and
      with the Company. The Company will notify the Trustee when any Securities are
      listed on any stock exchange.

     

    Section
      7.4.  Reports
      by Company.

     

    The
      Company shall:

     

    (a)  file
      with
      the Trustee, within 15 days after the Company is required to file the same
      with
      the Commission, copies of the annual reports and of the information, documents
      and other reports (or copies of such portions of any of the foregoing as the
      Commission may from time to time by rules and regulations prescribe) which
      the
      Company may be required to file with the Commission pursuant to Section 13
      or
      Section 15(d) of the Exchange Act; or, if the Company is not required to
      file information, documents or reports pursuant to either of said Sections,
      then
      it shall file with the Trustee and the Commission, in accordance with rules
      and
      regulations prescribed from time to time by the Commission, such of the
      supplementary and periodic information, documents and reports which may be
      required pursuant to Section 13 of the Exchange Act in respect of a security
      listed and registered on a national securities exchange as may be prescribed
      from time to time in such rules and regulations;

     

    (b)  file
      with
      the Trustee and the Commission, in accordance with rules and regulations
      prescribed from time to time by the Commission, such additional information,
      documents and reports with respect to compliance by the Company with the
      conditions and covenants of this Indenture as may be required from time to
      time
      by such rules and regulations; and

     

    (c)  transmit
      by mail to all Holders, as their names and addresses appear in the Security
      Register, within 30 days after the filing thereof with the Trustee, such
      summaries of any information, documents and reports required to be filed by
      the
      Company pursuant to clauses (a) and (b) of this Section as may be required
      by
      rules and regulations prescribed from time to time by the
      Commission.

     

     

    ARTICLE
      EIGHT  

    CONSOLIDATION,
      AMALGAMATION, MERGER AND SALE

     

    Section
      8.1.  Company
      May Consolidate, Etc., Only on Certain Terms.

     

    The
      Company shall not consolidate or merge with or into any other Person or sell,
      convey, transfer, lease or otherwise dispose of all or substantially all of
      the
      properties and assets of the Company and, if applicable, the Guarantors on
      a
      consolidated basis to any other Person unless:

     

    (1)  the
      Person formed by such consolidation or merger (if other than the Company) or
      the
      Person which acquires by sale, conveyance, transfer or other disposition, or
      which leases, such properties and assets shall be a corporation and shall
      expressly assume, by an indenture supplemental hereto, executed and delivered
      to
      the Trustee, in form satisfactory to the Trustee, the due and punctual payment
      of the principal of and any premium and interest on all the Securities and
      the
      performance or observance of every other covenant of this Indenture on the
      part
      of the Company to be performed or observed and shall have expressly provided
      for
      conversion rights in respect of any series of Outstanding Securities with
      conversion rights;

     

    (2)  immediately
      after giving effect to such transaction, no Event of Default, and no event
      which, after notice or lapse of time or both, would become an Event of Default,
      shall have occurred and be continuing; and

     

    (3)  the
      Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
      Counsel, each stating that such consolidation, amalgamation, merger, conveyance,
      sale, transfer or lease and such supplemental indenture, if any, comply with
      this Article Eight and that all conditions precedent herein provided for
      relating to such transaction have been complied with.

     

    Section
      8.2.  Successor
      Substituted.

     

    Upon
      any
      consolidation or merger of the Company with or into any other Person or any
      sale, conveyance, transfer, lease or other disposition of all or substantially
      all of the properties and assets of the Company and, if applicable, the
      Guarantors on a consolidated basis in accordance with Section 8.1, the successor
      or resulting Person formed by or resulting upon such consolidation or merger
      (if
      other than the Company) or to which such sale, conveyance, transfer, lease
      or
      other disposition 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 Person had been named as the Company herein,
      and thereafter, except in the case of a lease, the predecessor Company and
      each
      of the Guarantors shall be relieved of all obligations and covenants under
      this
      Indenture and the Securities.

     

     

    ARTICLE
      NINE  

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.1.  Supplemental
      Indentures Without Consent of Holders.

     

    Without
      the consent of any Holders, the Company, when authorized by a Board Resolution,
      the Guarantors and the Trustee, at any time and from time to time, may enter
      into one or more indentures supplemental hereto, in form satisfactory to the
      Trustee, for any of the following purposes:

     

    (1)  to
      evidence the succession of another Person to the Company and the assumption
      by
      any such successor of the covenants of the Company herein and, to the extent
      applicable, to the Securities; or

     

    (2)  to
      add a
      Guarantee and cause any Person to become a Guarantor, and/or to evidence the
      succession of another Person to a Guarantor and the assumption by any such
      successor of the Guarantee of such Guarantor herein and, to the extent
      applicable, endorsed upon any Securities; or

     

    (3)  to
      add to
      the covenants of the Company such further covenants, restrictions, conditions
      or
      provisions as the Company shall consider to be appropriate for the benefit
      of
      the Holders of all or any series of Securities (and if such covenants,
      restrictions, conditions or provisions are to be for the benefit of less than
      all series of Securities, stating that such covenants are expressly being
      included solely for the benefit of such series) or to surrender any right or
      power herein conferred upon the Company and to make the occurrence, or the
      occurrence and continuance, of a Default in any such additional covenants,
      restrictions, conditions or provisions an Event of Default permitting the
      enforcement of all or any of the several remedies provided in this Indenture
      as
      herein set forth; provided, that in respect of any such additional covenant,
      restriction, condition or provision such supplemental indenture may provide
      for
      a particular period of grace after default (which period may be shorter or
      longer than that allowed in the case of other defaults) or may provide for
      an
      immediate enforcement upon such an Event of Default or may limit the remedies
      available to the Trustee upon such an Event of Default or may limit the right
      of
      the Holders of a majority in aggregate principal amount of the Securities of
      such series to waive such an Event of Default; or

     

    (4)  to
      add
      any additional Defaults or Events of Default in respect of all or any series
      of
      Securities; or

     

    (5)  to
      add
      to, change or eliminate any of the provisions of this Indenture to such extent
      as shall be necessary to permit or facilitate the issuance of Securities in
      bearer form, registrable or not registrable as to principal, and with or without
      interest coupons; or

     

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

     

    (7)  to
      secure
      the Securities of any series; or

     

    (8)  to
      establish the form or terms of Securities of any series as permitted by
      Sections 2.1 and 3.1, including to reopen any series of any Securities as
      permitted under Section 3.1; or

     

    (9)  to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to the Securities of one or more series and to add to
      or
      change any of the provisions of this Indenture as shall be necessary to provide
      for or facilitate the administration of the trusts hereunder by more than one
      Trustee, pursuant to the requirements of Section 6.11(b); or

     

    (10)  to
      cure
      any ambiguity, to correct or supplement any provision herein which may be
      inconsistent with any other provision herein, to comply with any applicable
      mandatory provision of law or to make any other provisions with respect to
      matters or questions arising under this Indenture which shall not adversely
      affect the interests of the Holders of Securities of any series in any material
      respect; or

     

    (11)  to
      modify, eliminate or add to the provisions of this Indenture to such extent
      as
      shall be necessary to effect the qualification of this Indenture under the
      Trust
      Indenture Act or under any similar federal statute subsequently enacted, and
      to
      add to this Indenture such other provisions as may be expressly required under
      the Trust Indenture Act.

     

    The
      Trustee is hereby authorized to join with the Company and any Guarantor in
      the
      execution of any such supplemental indenture, to make any further appropriate
      agreements and stipulations which may be therein contained and to accept the
      conveyance, transfer, assignment, mortgage, charge or pledge of any property
      thereunder, but the Trustee shall not be obligated to enter into any such
      supplemental indenture which affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise.

     

    Section
      9.2.  Supplemental
      Indentures with Consent of Holders.

     

    With
      the
      consent of the Holders of not less than a majority in aggregate principal amount
      of the Outstanding Securities of all series affected by such supplemental
      indenture, by Act of said Holders delivered to the Company, the Guarantors
      and
      the Trustee, the Company, when authorized by a Board Resolution, the Guarantor
      and the Trustee may enter into an indenture or indentures supplemental hereto
      for the purpose of adding any provisions to or changing in any manner or
      eliminating any of the provisions of this Indenture or of modifying in any
      manner the rights of the Holders of Securities of such series under this
      Indenture; provided, however, that no such supplemental indenture shall, without
      the consent of the Holder of each Outstanding Security affected
      thereby,

     

    (1)  change
      the Stated Maturity of the principal of, or any installment of principal of
      or
      interest on, any Security, or reduce the principal amount thereof or the rate
      of
      interest thereon or any premium payable upon the redemption thereof, or reduce
      the amount of the principal of an Original Issue Discount Security that would
      be
      due and payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 5.2, or change any Place of Payment where, or the coin
      or
      currency in which, any Security or any premium or the interest thereon is
      payable, or impair the right to institute suit for the enforcement of any such
      payment on or after the Stated Maturity thereof (or, in the case of redemption,
      on or after the Redemption Date), or

     

    (2)  reduce
      the percentage in principal amount of the Outstanding Securities of any series,
      the consent of whose Holders is required for any such supplemental indenture,
      or
      the consent of whose Holders is required for any waiver (of compliance with
      certain provisions of this Indenture or certain defaults hereunder and their
      consequences) provided for in this Indenture, or

     

    (3)  modify
      any of the provisions of this Section 9.2, Section 5.13 or Section 10.6, except
      to increase any such percentage or to provide that certain other provisions
      of
      this Indenture cannot be modified or waived without the consent of the Holder
      of
      each Outstanding Security affected thereby, provided, however, that this clause
      (3) shall not be deemed to require the consent of any Holder with respect to
      changes in the references to “the Trustee” and concomitant changes in this
      Section, or the deletion of this proviso, in accordance with the requirements
      of
      Sections 6.11(b) and 9.1(9).

     

    A
      supplemental indenture which changes or eliminates any covenant or other
      provision of this Indenture which has expressly been included solely for the
      benefit of one or more particular series of Securities, or which modifies the
      rights of the Holders of Securities of such series with respect to such covenant
      or other provision, shall be deemed not to affect the rights under this
      Indenture of the Holders of Securities of any other series.

     

    It
      shall
      not be necessary for any Act of Holders under this Section 9.2 to approve the
      particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.

     

    Section
      9.3.  Execution
      of Supplemental Indentures.

     

    In
      executing, or accepting the additional trusts created by, any supplemental
      indenture permitted by this Article or the modifications thereby of the trusts
      created by this Indenture, the Trustee shall be entitled to receive, and
      (subject to Section 6.1) shall be fully protected in relying upon, an Opinion
      of
      Counsel stating that the execution of such supplemental indenture is authorized
      or permitted by this Indenture. The Trustee may, but shall not be obligated
      to,
      enter into any such supplemental indenture which affects the Trustee’s own
      rights, duties or immunities under this Indenture or otherwise.

     

    Section
      9.4.  Effect
      of Supplemental Indentures.

     

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

     

    Section
      9.5.  Conformity
      with Trust Indenture Act.

     

    Every
      supplemental indenture executed pursuant to this Article Nine shall conform
      to
      the requirements of the Trust Indenture Act as then in effect.

     

    Section
      9.6.  Reference
      in Securities to Supplemental Indentures.

     

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

     

     

    ARTICLE
      TEN

    COVENANTS

     

    Section
      10.1.  Payment
      of Principal, Premium and Interest.

     

    The
      Company covenants and agrees for the benefit of each series of Securities that
      it will duly and punctually pay the principal of and any premium and interest
      on
      the Securities of that series in accordance with the terms of the Securities
      and
      this Indenture.

     

    Section
      10.2.  Maintenance
      of Office or Agency.

     

    The
      Company will maintain an office or agency where Securities of that series may
      be
      presented or surrendered for payment, where Securities of that series may be
      surrendered for registration of transfer or exchange and where notices and
      demands to or upon the Company in respect of the Securities of that series
      and
      this Indenture may be served. The Company will give prompt written notice to
      the
      Trustee of the location, and any change in the location, of such office or
      agency. If at any time the Company shall fail to maintain any such required
      office or agency or shall fail to furnish the Trustee with the address thereof,
      such presentations, surrenders, notices and demands may be made or served at
      the
      Corporate Trust Office of the Trustee.

     

    The
      Company may also from time to time designate one or more other offices or
      agencies where the Securities of one or more series may be presented or
      surrendered for any or all such purposes and may from time to time rescind
      such
      designations. The Company will give prompt written notice to the Trustee of
      any
      such designation or rescission and of any change in the location of any such
      other office or agency.

     

    Except
      as
      otherwise specified with respect to a series of Securities as contemplated
      by
      Section 3.1, the Company hereby initially designates as the Place of Payment
      for
      each series of Securities The City and State of New York, and initially appoints
      the Trustee at its Corporate Trust Office as the Company’s office or agency for
      each such purpose in such city.

     

    Section
      10.3.  Money
      for Securities Payments to Be Held in Trust.

     

    If
      the
      Company shall at any time act as its own Paying Agent, with respect to any
      series of Securities, it will, on or before each due date of the principal
      of
      and any premium or interest on any of the Securities of that series, segregate
      and hold in trust for the benefit of the Persons entitled thereto a sum
      sufficient to pay the principal and any premium and interest so becoming due
      until such sums shall be paid to such Persons or otherwise disposed of as herein
      provided and will promptly notify the Trustee of its action or failure so to
      act.

     

    Whenever
      the Company shall have one or more Paying Agents for any series of Securities,
      it will, prior to each due date of the principal of and any premium or interest
      on any Securities of that series, deposit with a Paying Agent a sum sufficient
      to pay the principal and any premium or interest so becoming due, such sum
      to be
      held in trust for the benefit of the Persons entitled to such principal, premium
      or interest, and (unless such Paying Agent is the Trustee) the Company will
      promptly notify the Trustee of its action or failure so to act. For purposes
      of
      this Section 10.3, should a due date for principal of and any premium or
      interest on, or sinking fund payment with respect to any series of Securities
      not be on a Business Day, such payment shall be due on the next Business Day
      without any interest for the period from the due date until such Business
      Day.

     

    The
      Company will cause each Paying Agent for any series of Securities other than
      the
      Trustee to execute and deliver to the Trustee an instrument in which such Paying
      Agent shall agree with the Trustee, subject to the provisions of this Section,
      that such Paying Agent will:

     

    (1)  hold
      all
      sums held by it for the payment of the principal of and any premium or interest
      on Securities of that series in trust for the benefit of the Persons entitled
      thereto until such sums shall be paid to such Persons or otherwise disposed
      of
      as herein provided;

     

    (2)  give
      the
      Trustee notice of any Default by the Company (or any other obligor upon the
      Securities of that series) in the making of any payment of principal and any
      premium or interest on the Securities of that series; and

     

    (3)  at
      any
      time during the continuance of any such Default, upon the written request of
      the
      Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
      Agent.

     

    The
      Company and, if applicable, the Guarantors may at any time, for the purpose
      of
      obtaining the satisfaction and discharge of this Indenture or for any other
      purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee
      all sums held in trust by the Company or such Paying Agent, such sums to be
      held
      by the Trustee upon the same trusts as those upon which such sums were held
      by
      the Company or such Paying Agent; and, upon such payment by any Paying Agent
      to
      the Trustee, such Paying Agent shall be released from all further liability
      with
      respect to such money.

     

    Subject
      to any applicable escheat or abandoned property laws, any money deposited with
      the Trustee or any Paying Agent, or then held by the Company, in trust for
      the
      payment of the principal of and any premium or interest on any Security of
      any
      series and remaining unclaimed for one year after such principal and any premium
      or interest has become due and payable shall be paid to the Company on Company
      Request, or (if then held by the Company) shall be discharged from such trust;
      and the Holder of such Security shall thereafter, as an unsecured general
      creditor, look only to the Company for payment thereof, and all liability of
      the
      Trustee or such Paying Agent with respect to such trust money, and all liability
      of the Company as trustee thereof, shall thereupon cease; provided, however,
      that the Trustee or such Paying Agent, before being required to make any such
      repayment, may at the expense of the Company cause to be published once, in
      a
      newspaper published in the English language, customarily published on each
      Business Day and of general circulation in the Borough of Manhattan, The City
      of
      New York, notice that such money remains unclaimed and that, after a date
      specified therein, which shall not be less than 30 days from the date of such
      publication, any unclaimed balance of such money then remaining will be repaid
      to the Company.

     

    Section
      10.4.  Existence.

     

    Subject
      to Article Eight, the Company and, if any Securities of a series to which
      Article Fourteen has been made applicable are Outstanding, each Guarantor will
      do or cause to be done all things necessary to preserve and keep in full force
      and effect its existence, rights (charter and statutory) and franchises;
      provided, however, that the Company and, if applicable, each Guarantor shall
      not
      be required to preserve any such right or franchise if the Board of Directors
      shall determine that the preservation thereof is no longer desirable in the
      conduct of the business of the Company or such Guarantor, as the case may
      be.

     

    Section
      10.5.  Statement
      by Officers as to Default.

     

    Annually,
      within 150 days after the close of each fiscal year beginning with the first
      fiscal year during which one or more series of Securities are Outstanding,
      the
      Company and, if any Securities of a series to which Article Fourteen has been
      made applicable are Outstanding, each Guarantor will deliver to the Trustee
      a
      brief certificate (which need not include the statements set forth in Section
      1.3) from the principal executive officer, principal financial officer or
      principal accounting officer of the Company and, if applicable, such Guarantor
      as to his or her knowledge of the Company’s or such Guarantor’s, as the case may
      be, compliance (without regard to any period of grace or requirement of notice
      provided herein) with all conditions and covenants under the Indenture and,
      if
      the Company or such Guarantor, as the case may be, shall be in Default,
      specifying all such Defaults and the nature and status thereof of which such
      officer has knowledge.

     

    Section
      10.6.  Waiver
      of Certain Covenants.

     

    The
      Company may omit in any particular instance to comply with any term, provision
      or condition set forth in this Article Ten (other than the preceding Sections
      10.1 through 10.5) with respect to the Securities of any series if before the
      time for such compliance the Holders of at least a majority in aggregate
      principal amount of the Outstanding Securities of all affected series (voting
      as
      one class) shall, by Act of such Holders, either waive such compliance in such
      instance or generally waive compliance with such term, provision or condition,
      but no such waiver shall extend to or affect such term, provision or condition
      except to the extent so expressly waived, and, until such waiver shall become
      effective, the obligations of the Company and the duties of the Trustee in
      respect of any such term, provision or condition shall remain in full force
      and
      effect.

     

    A
      waiver
      which changes or eliminates any term, provision or condition 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 term, provision or condition,
      shall be deemed not to affect the rights under this Indenture of the Holders
      of
      Securities of any other series.

     

    Section
      10.7.  Additional
      Amounts.

     

    If
      the
      Securities of a series provide for the payment of additional amounts (as
      provided in Section 3.1(15)), at least 10 days prior to the first Interest
      Payment Date with respect to that series of Securities and at least 10 days
      prior to each date of payment of principal of, premium, if any, or interest
      on
      the Securities of that series if there has been a change with respect to the
      matters set forth in the below-mentioned Officer’s Certificate, the Company
      shall furnish to the Trustee and the principal Paying Agent, if other than
      the
      Trustee, an Officer’s Certificate instructing the Trustee and such Paying Agent
      whether such payment of principal of, premium, if any, or interest on the
      Securities of that series shall be made to holders of the Securities of that
      series without withholding or deduction for or on account of any tax, assessment
      or other governmental charge described in the Securities of that series. If
      any
      such withholding or deduction shall be required, then such Officer’s Certificate
      shall specify by country the amount, if any, required to be withheld or deducted
      on such payments to such holders and shall certify the fact that additional
      amounts will be payable and the amounts so payable to each holder, and the
      Company shall pay to the Trustee or such Paying Agent the additional amounts
      required to be paid by this Section. The Company covenants to indemnify the
      Trustee and any Paying Agent for, and to hold them harmless against, any loss,
      liability or expense reasonably incurred without negligence or bad faith on
      their part arising out of or in connection with actions taken or omitted by
      any
      of them in reliance on any Officer’s Certificate furnished pursuant to this
      Section 10.7.

     

    Whenever
      in this Indenture there is mentioned, in any context, the payment of the
      principal of or any premium, interest or any other amounts on, or in respect
      of,
      any Securities of any series, such mention shall be deemed to include mention
      of
      the payment of additional amounts provided by the terms of such series
      established hereby or pursuant hereto to the extent that, in such context,
      additional amounts are, were or would be payable in respect thereof pursuant
      to
      such terms, and express mention of the payment of additional amounts (if
      applicable) in any provision hereof shall not be construed as excluding the
      payment of additional amounts in those provisions hereof where such express
      mention is not made.

     

     

    ARTICLE
      ELEVEN

    REDEMPTION
      OF SECURITIES

     

    Section
      11.1.  Applicability
      of Article.

     

    Securities
      of any series which are redeemable before their Stated Maturity shall be
      redeemable in accordance with their terms and (except as otherwise specified
      as
      contemplated by Section 3.1 for Securities of any series) in accordance with
      this Article Eleven.

     

    Section
      11.2.  Election
      to Redeem; Notice to Trustee.

     

    The
      election of the Company to redeem any Securities shall be evidenced by a Board
      Resolution. In case of any redemption at the election of the Company of less
      than all the Securities of any series, the Company shall, at least 15 days
      prior
      to the last date for the giving of notice of such redemption (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 such series to
      be
      redeemed and, if applicable, of the tenor of the Securities to be redeemed.
      In
      the case of any redemption of Securities (a) prior to the expiration of any
      restriction on such redemption provided in the terms of such Securities or
      elsewhere in this Indenture or (b) pursuant to an election of the Company that
      is subject to a condition specified in the terms of the Securities of the series
      to be redeemed, the Company shall furnish the Trustee with an Officer’s
      Certificate evidencing compliance with such restriction or
      condition.

     

    Section
      11.3.  Selection
      by Trustee of Securities to Be Redeemed.

     

    If
      less
      than all the Securities of any series are to be redeemed (unless all of the
      Securities of such series and of a specified tenor are to be redeemed), the
      particular Securities to be redeemed shall be selected not more than 45 days
      prior to the Redemption Date by the Trustee, from the Outstanding Securities
      of
      such series not previously called for redemption, by such method as the Trustee
      shall deem fair and appropriate and which may provide for the selection for
      redemption of portions (equal to the minimum authorized denomination for
      Securities of that series or any integral multiple thereof) of the principal
      amount of Securities of such series of a denomination larger than the minimum
      authorized denomination for Securities of that series.

     

    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. If the Securities
      of
      any series to be redeemed consist of Securities having different dates on which
      the principal is payable or different rates of interest, or different methods
      by
      which interest may be determined or have any other different tenor or terms,
      then the Company may, by written notice to the Trustee, direct that the
      Securities of such series to be redeemed shall be selected from among the groups
      of such Securities having specified tenor or terms and the Trustee shall
      thereafter select the particular Securities to be redeemed in the manner set
      forth in the preceding paragraph from among the group of such Securities so
      specified.

     

    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 Securities which has been or is to be
      redeemed.

     

    Section
      11.4.  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, 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, or if not then ascertainable, the manner of calculation
      thereof,

     

    (3)  if
      less
      than all the Outstanding Securities of any series are to be redeemed, the
      identification (and, in the case of partial redemption, the principal amounts)
      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 to be redeemed and, if applicable, that interest thereon will
      cease to accrue on and after said date,

     

    (5)  the
      place
      or places where such Securities are to be surrendered for payment of the
      Redemption Price, and

     

    (6)  that
      the
      redemption is for a sinking fund, if such is the case.

     

    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
      and at the expense of the Company.

     

    Section
      11.5.  Deposit
      of Redemption Price.

     

    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 10.3) an amount of money sufficient to pay
      the
      Redemption Price of, and (except if the Redemption Date shall be an Interest
      Payment Date) accrued interest on, all the Securities which are to be redeemed
      on that date.

     

    Section
      11.6.  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
      therein specified, 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 unless otherwise specified with respect
      to Securities of any series as contemplated in Section 3.1, installments of
      interest whose Stated Maturity is on or prior to the Redemption Date shall
      be
      payable to the Holders of such Securities, or one or more Predecessor
      Securities, registered as such at the close of business on the relevant Record
      Dates according to their terms and the provisions of Section 3.7.

     

    If
      any
      Security called for redemption shall not be so paid upon surrender thereof
      for
      redemption, the principal (and premium, if any) shall, until paid, bear interest
      from the Redemption Date at the rate prescribed therefor in the
      Security.

     

    Section
      11.7.  Securities
      Redeemed in Part.

     

    Any
      Security which is to be redeemed only in part shall be surrendered at a Place
      of
      Payment therefor (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 and tenor, 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
      TWELVE

    SINKING
      FUNDS

     

    Section
      12.1.  Applicability
      of Article.

     

    The
      provisions of this Article Twelve shall be applicable to any sinking fund for
      the retirement of Securities of a series except as otherwise specified as
      contemplated by Section 3.1 for Securities of such series.

     

    The
      minimum amount of any sinking fund payment provided for by the terms of
      Securities of any series is herein referred to as a “mandatory sinking fund
      payment”, and any payment in excess of such minimum amount provided for by the
      terms of Securities of any series is herein referred to as an “optional sinking
      fund payment.” If provided for by the terms of Securities of any series, the
      cash amount of any sinking fund payment may be subject to reduction as provided
      in Section 12.2. Each sinking fund payment shall be applied to the redemption
      of
      Securities of any series as provided for by the terms of Securities of such
      series.

     

    Section
      12.2.  Satisfaction
      of Sinking Fund Payments with Securities.

     

    The
      Company (a) may deliver Outstanding Securities of a series (other than any
      previously called for redemption) and (b) may apply as a credit Securities
      of a
      series which have been redeemed either at the election of the Company pursuant
      to the terms of such Securities or through the application of permitted optional
      sinking fund payments pursuant to the terms of such Securities, in each case
      in
      satisfaction of all or any part of any sinking fund payment with respect to
      the
      Securities of such series required to be made pursuant to the terms of such
      Securities as provided for by the terms of such series; provided that such
      Securities have not been previously so credited. Such Securities shall be
      received and credited for such purpose by the Trustee at the Redemption Price
      specified in such Securities for redemption through operation of the sinking
      fund and the amount of such sinking fund payment shall be reduced
      accordingly.

     

    Section
      12.3.  Redemption
      of Securities for Sinking Fund.

     

    Not
      less
      than 45 days prior to each sinking fund payment date for any series of
      Securities (unless a shorter period shall be satisfactory to the Trustee),
      the
      Company will deliver to the Trustee an Officer’s Certificate specifying the
      amount of the next ensuing sinking fund payment for that series pursuant to
      the
      terms of that series, the portion thereof, if any, which is to be satisfied
      by
      payment of cash and the portion thereof, if any, which is to be satisfied by
      delivering and crediting Securities of that series pursuant to Section 12.2
      and
      stating the basis for such credit and that such Securities have not been
      previously so credited, and will also deliver to the Trustee any Securities
      to
      be so delivered. Not less than 30 days before each such sinking fund payment
      date the Trustee shall select the Securities to be redeemed upon such sinking
      fund payment date in the manner specified in Section 11.3 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 11.4. Such notice having been duly
      given, the redemption of such Securities shall be made upon the terms and in
      the
      manner stated in Sections 11.6 and 11.7.

     

     

    ARTICLE
      THIRTEEN

    DEFEASANCE

     

    Section
      13.1.  Applicability
      of Article.

     

    The
      provisions of this Article shall be applicable to each series of Securities
      except as otherwise specified as contemplated by Section 3.1 for Securities
      of
      such series.

     

    Section
      13.2.  Legal
      Defeasance.

     

    In
      addition to discharge of the Indenture pursuant to Section 4.1, the Company
      shall be deemed to have paid and discharged the entire indebtedness on all
      the
      Securities of such a series on the 91st day after the date of the deposit
      referred to in clause (1) below (and the Trustee, at the expense of the Company,
      shall upon a Company Request execute proper instruments acknowledging same),
      and
      the provisions of this Indenture with respect to the Securities of such series
      shall no longer be in effect, except for the following which shall survive
      until
      otherwise terminated or discharged hereunder: (A) the rights of Holders of
      Outstanding Securities of such series to receive, solely from the trust fund
      described in Section 13.4 and as more fully set forth in such Section, payments
      in respect of the principal of and any premium and interest on such Securities
      when such payments are due, (B) the Company’s obligations with respect to such
      Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers,
      trusts, duties, and immunities of the Trustee hereunder and (D) this Article
      Thirteen, if the conditions set forth below are satisfied (hereinafter,
“defeasance”):

     

    (1)  The
      Company has irrevocably deposited or caused to be deposited with the Trustee
      (or
      another trustee satisfying the requirements of Section 6.9 who shall agree
      to
      comply with the provisions of this Article Thirteen applicable to it) as trust
      funds in trust for the purposes of making the following payments, specifically
      pledged as security for, and dedicated solely to, the benefit of the Holders
      of
      the Securities of such series (i) cash in an amount, or (ii) in the case of
      any
      series of Securities the payments on which may only be made in legal coin or
      currency of the United States, U.S. Government Obligations which through the
      scheduled payment of principal and interest in respect thereof in accordance
      with their terms will provide, not later than one day before the due date of
      any
      payment, cash in an amount, or (iii) a combination thereof, sufficient, in
      the
      opinion of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee, to pay
      and discharge (a) the principal of and any premium and interest on and each
      installment of principal of and any premium and interest on the Outstanding
      Securities of such series on the Stated Maturity of such principal or
      installment of principal or interest, as the case may be, or on any Redemption
      Date established pursuant to clause (3) below, and (b) any mandatory sinking
      fund or analogous payments on the dates on which such payments are due and
      payable in accordance with the terms of the Indenture and the Securities of
      such
      series;

     

    (2)  The
      Company has delivered to the Trustee an Opinion of Counsel based on the fact
      that (a) the Company has received from, or there has been published by, the
      Internal Revenue Service a ruling, or (b) since the date hereof, there has
      been
      a change in the applicable federal income tax law, in either case to the effect
      that, and such opinion shall confirm that, the holders of the Securities of
      such
      series will not recognize income, gain or loss for federal income tax purposes
      as a result of such deposit and defeasance and will be subject to federal income
      tax on the same amount and in the same manner and at the same times, as would
      have been the case if such deposit and defeasance had not occurred;

     

    (3)  If
      the
      Securities are to be redeemed prior to Stated Maturity (other than from
      mandatory sinking fund payments or analogous payments), notice of such
      redemption shall have been duly given pursuant to this Indenture or provision
      therefor satisfactory to the Trustee shall have been made;

     

    (4)  No
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such deposit;

     

    (5)  Such
      defeasance shall be effected in compliance with any additional terms, conditions
      or limitations which may be imposed on the Company in connection therewith
      pursuant to Section 3.1; and

     

    (6)  The
      Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
      Counsel, each stating that all conditions precedent provided for relating to
      the
      defeasance contemplated by this provision have been complied with.

     

    For
      this
      purpose, such defeasance means that the Company, the Guarantors (if applicable)
      and any other obligor upon the Securities of such series shall be deemed to
      have
      paid and discharged the entire debt represented by the Securities of such
      series, which shall thereafter be deemed to be “Outstanding” only for the
      purposes of Section 13.4 and the rights and obligations referred to in clauses
      (A) through (D), inclusive, of the first paragraph of this Section 13.2, and
      to
      have satisfied all its other obligations under the Securities of such series
      and
      this Indenture insofar as the Securities of such series are
      concerned.

     

    Notwithstanding
      the foregoing, if an Event of Default specified in Subsection 5.1(5) or 5.1(6),
      or an event which with lapse of time would become such an Event of Default,
      shall occur during the period ending on the 91st day after the date of the
      deposit referred to in clause (1) or, if longer, ending on the day following
      the
      expiration of the longest preference period applicable to the Company in respect
      of such deposit, then, effective upon such occurrence, the defeasance pursuant
      to this Section 13.2 and such deposit shall be rescinded and annulled, and
      the
      Company, the Guarantors (if applicable), the Trustee and the Holders of the
      Securities of such series shall be restored to their former
      positions.

     

    Section
      13.3.  Covenant
      Defeasance.

     

    The
      Company, the Guarantors (if applicable) and any other obligor, if any, shall
      be
      released from their respective obligations under Sections 7.4, 8.1 and 10.4
      with
      respect to the Securities of any series on and after the date the conditions
      set
      forth below are satisfied (hereinafter, “covenant defeasance”), and the
      Securities of such series shall thereafter be deemed to be not “Outstanding” for
      the purposes of any request, demand, authorization, direction, notice, waiver,
      consent or declaration or other action or Act of Holders (and the consequences
      of any thereof) in connection with such covenants, but shall continue to be
      deemed Outstanding for all other purposes hereunder. For this purpose, such
      covenant defeasance means that, with respect to the Securities of such series,
      the Company may omit to comply with and shall have no liability in respect
      of
      any term, condition or limitation set forth in any such Section, whether
      directly or indirectly by reason of any reference elsewhere herein to such
      Section or by reason of any reference in such Section to any other provision
      herein or in any other document and such omission to comply shall not constitute
      a Default or an Event of Default under Section 5.1, but, except as specified
      above, the remainder of this Indenture and the Securities of such series shall
      be unaffected thereby. The following shall be the conditions to application
      of
      this Section 13.3;

     

    (1)  The
      Company has irrevocably deposited or caused to be deposited with the Trustee
      (or
      another trustee satisfying the requirements of Section 6.9 who shall agree
      to
      comply with the provisions of this Article Thirteen applicable to it) as trust
      funds in trust for the purpose of making the following payments, specifically
      pledged as security for, and dedicated solely to, the benefit of the Holders
      of
      the Securities of such series (i) cash in an amount, or (ii) in the case of
      any
      series of Securities the payments on which may only be made in legal coin or
      currency of the United States, U.S. Government Obligations which through the
      scheduled payment of principal and interest in respect thereof in accordance
      with their terms will provide, not later than one day before the due date of
      any
      payment, cash in an amount, or (iii) a combination thereof, sufficient, in
      the
      opinion of a nationally recognized firm of independent public accounts expressed
      in a written certification thereof delivered to the Trustee, to pay and
      discharge (a) the principal of and any premium and interest on and each
      installment of principal of and any premium and interest on the Outstanding
      Securities of such series on the Stated Maturity of such principal or
      installment of principal or interest, as the case may be, or on any Redemption
      Date established pursuant to clause (2) below, and (b) any mandatory sinking
      fund payments on the date on which such payments are due and payable in
      accordance with the terms of the Indenture and the Securities of such
      series;

     

    (2)  If
      the
      Securities are to be redeemed prior to Stated Maturity (other than from
      mandatory sinking fund payments or analogous payments), notice of such
      redemption shall have been duly given pursuant to this Indenture or provision
      therefor satisfactory to the Trustee shall have been made;

     

    (3)  No
      Event
      of Default, or an event which with notice or lapse of time or both would become
      such an Event of Default, shall have occurred and be continuing on the date
      of
      such deposit;

     

    (4)  Such
      defeasance shall be effected in compliance with any additional terms, conditions
      or limitations which may be imposed on the Company in connection therewith
      pursuant to Section 3.1; and

     

    (5)  The
      Company shall have delivered to the Trustee an Officer’s Certificate and an
      Opinion of Counsel stating that all conditions precedent provided for relating
      to the covenant defeasance contemplated by this provision have been complied
      with.

     

    Notwithstanding
      the foregoing, if an Event of Default specified in Subsection 5.1(5) or 5.1(6),
      or an event which with lapse of time would become such an Event of Default,
      shall occur during the period ending on the 181st day after the date of the
      deposit referred to in clause (1) or, if longer, ending on the day following
      the
      expiration of the longest preference period applicable to the Company in respect
      of such deposit, then, effective upon such occurrence, the defeasance pursuant
      to this Section 13.3 and such deposit shall be rescinded and annulled, and
      the
      Company, the Guarantors (if applicable), the Trustee and the Holders of the
      Securities of such series shall be restored to their former
      positions.

     

    Section
      13.4.  Deposited
      Money and U.S. Government Obligations to be Held in
      Trust.

     

    Subject
      to the provisions of the last paragraph of Section 10.3, all money and U.S.
      Government Obligations (including the proceeds thereof) deposited with the
      Trustee (or other qualifying trustee - collectively, for purposes of this
      Section 13.4, the “Trustee”) pursuant to Section 13.2 or 13.3 in respect of the
      Outstanding Securities of such series shall be held in trust and applied by
      the
      Trustee, in accordance with the provisions of such Securities and this
      Indenture, to the payment, either directly or through any Paying Agent
      (including the Company acting as its own Paying Agent), to the Holders of such
      Securities, of all sums due and to become due thereon in respect of principal
      and any premium and interest, but such money need not be segregated from other
      funds except to the extent required by law.

     

    The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the U.S. Government Obligations deposited
      pursuant to Section 13.2 or 13.3 or the principal and interest received in
      respect thereof other than any such tax, fee or other charge which by law is
      for
      the account of the Holders of the Outstanding Securities of such
      series.

     

    Section
      13.5.  Repayment
      to Company; Qualifying Trustee.

     

    The
      Trustee and any Paying Agent promptly shall pay or return to the Company upon
      Company Request any money and U.S. Government Obligations held by them at any
      time that, in the opinion of a nationally recognized firm of independent public
      accountants expressed in a written certification thereof delivered to the
      Trustee (which may be the same certification given at the time of the deposit
      pursuant to Section 13.2 or 13.3, as applicable), are not required for the
      payment of the principal of and any interest on the Securities of any series
      for
      which money or U.S. Government Obligations have been deposited pursuant to
      Section 13.2 or 13.3.

     

    The
      provisions of the last paragraph of Section 10.3 shall apply to any money held
      by the Trustee or any Paying Agent under this Article Thirteen that remains
      unclaimed for one year after the Maturity of any series of Securities for which
      money or U.S. Government obligations have been deposited pursuant to Section
      13.2 or 13.3.

     

    Any
      trustee appointed pursuant to Section 13.2 or 13.3 for the purpose of holding
      trust funds deposited pursuant to that Section shall be appointed under an
      agreement in form acceptable to the Trustee and shall provide to the Trustee
      a
      certificate of such trustee, upon which certificate the Trustee shall be
      entitled to conclusively rely, that all conditions precedent provided for herein
      to the related defeasance or covenant defeasance have been complied with. In
      no
      event shall the Trustee be liable for any acts or omissions of said
      trustee.

     

     

    ARTICLE
      FOURTEEN

    GUARANTEE
      OF SECURITIES

     

    Section
      14.1.  Unconditional
      Guarantee.

     

    For
      value
      received, each of the Guarantors hereby fully, irrevocably, unconditionally
      and
      absolutely guarantees to the Holders of Securities of each series to which
      this
      Article Fourteen has been made applicable as provided in Section 3.1(20) and
      to
      the Trustee the due and punctual payment of the principal of, and premium,
      if
      any, and interest on such Securities, and all other amounts due and payable
      under this Indenture and such Securities by the Company to the Trustee or such
      Holders (including, without limitation, all costs and expenses (including
      reasonable legal fees and disbursements) incurred by the Trustee or such Holders
      in connection with the enforcement of this Indenture and the Guarantee)
      (collectively, the “Indenture Obligations”), when and as such principal,
      premium, if any, interest, if any, and other amounts shall become due and
      payable, whether at the Stated Maturity, upon redemption or by declaration
      of
      acceleration or otherwise, according to the terms of such Securities and this
      Indenture. The guarantees by the Guarantors set forth in this Article Fourteen
      are referred to herein as the “Guarantee.” Without limiting the generality of
      the foregoing, each Guarantor’s liability shall extend to all amounts that
      constitute part of the Indenture Obligations and would be owed by the Company
      to
      the Trustee or such Holders under this Indenture and such Securities but for
      the
      fact that they are unenforceable, reduced, limited, impaired, suspended or
      not
      allowable due to the existence of a bankruptcy, reorganization or similar
      proceeding involving the Company.

     

    Failing
      payment when due of any amount guaranteed pursuant to the Guarantee, for
      whatever reason, each Guarantor will be obligated (to the fullest extent
      permitted by applicable law) to pay the same immediately to the Trustee, without
      set-off or counterclaim or other reduction whatsoever (whether for taxes,
      withholding or otherwise). The Guarantee hereunder is intended to be a general,
      unsecured, senior obligation of each Guarantor and will rank pari
      passu
      in right
      of payment with all unsecured indebtedness of such Guarantor that is not, by
      its
      terms, expressly subordinated in right of payment to the Guarantee of such
      Guarantor. Each Guarantor hereby agrees that, to the fullest extent permitted
      by
      applicable law, its obligations hereunder shall be full, irrevocable,
      unconditional and absolute, irrespective of the validity, regularity or
      enforceability of such Securities, the Guarantee or this Indenture, the absence
      of any action to enforce the same, any waiver or consent by any such Holder
      with
      respect to any provisions hereof or thereof, the recovery of any judgment
      against the Company, any action to enforce the same or any other circumstance
      which might otherwise constitute a legal or equitable discharge or defense
      of
      such Guarantor. Each Guarantor hereby agrees that in the event of a default
      in
      payment of the principal of, or premium, if any, or interest on such Securities,
      or any other amounts payable under this Indenture and such Securities by the
      Company to the Trustee or the Holders thereof, whether at the Stated Maturity,
      upon redemption or by declaration of acceleration or otherwise, legal
      proceedings may be instituted by the Trustee on behalf of such Holders or,
      subject to Section 5.7 hereof, by such Holders, on the terms and conditions
      set
      forth in this Indenture, directly against such Guarantor to enforce the
      Guarantee without first proceeding against the Company.

     

    To
      the
      fullest extent permitted by applicable law, the obligations of each Guarantor
      under this Article Fourteen shall be as aforesaid full, irrevocable,
      unconditional and absolute and shall not be impaired, modified, discharged,
      released or limited by any occurrence or condition whatsoever, including,
      without limitation, (i) any compromise, settlement, release, waiver, renewal,
      extension, indulgence or modification of, or any change in, any of the
      obligations and liabilities of the Company or any Guarantor contained in any
      of
      such Securities or this Indenture, (ii) any impairment, modification, release
      or
      limitation of the liability of the Company, any Guarantor or any of their
      estates in bankruptcy, or any remedy for the enforcement thereof, resulting
      from
      the operation of any present or future provision of any applicable Bankruptcy
      Law, as amended, or other statute or from the decision of any court, (iii)
      the
      assertion or exercise by the Trustee or any such Holder of any rights or
      remedies under any of such Securities or this Indenture or their delay in or
      failure to assert or exercise any such rights or remedies, (iv) the assignment
      or the purported assignment of any property as security for any of such
      Securities, including all or any part of the rights of the Company or any
      Guarantor under this Indenture, (v) the extension of the time for payment by
      the
      Company or any Guarantor of any payments or other sums or any part thereof
      owing
      or payable under any of the terms and provisions of any of such Securities
      or
      this Indenture or of the time for performance by the Company or any Guarantor
      of
      any other obligations under or arising out of any such terms and provisions
      or
      the extension or the renewal of any thereof, (vi) the modification or amendment
      (whether material or otherwise) of any duty, agreement or obligation of the
      Company or any Guarantor set forth in this Indenture, (vii) the voluntary or
      involuntary liquidation, dissolution, sale or other disposition of all or
      substantially all of the assets, marshaling of assets and liabilities,
      receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
      reorganization, arrangement, composition or readjustment, rehabilitation or
      relief of, or other similar proceeding affecting, the Company or any Guarantor
      or any of their respective assets, or the disaffirmance of any of such
      Securities, the Guarantee or this Indenture in any such proceeding, (viii)
      the
      release or discharge of the Company or any Guarantor from the performance or
      observance of any agreement, covenant, term or condition contained in any of
      such instruments by operation of law, (ix) the unenforceability of any of such
      Securities, the Guarantee or this Indenture, (x) any change in the name,
      business, capital structure, corporate existence, or ownership of the Company
      or
      any Guarantor, or (xi) any other circumstance which might otherwise constitute
      a
      defense available to, or a legal or equitable discharge of, a surety or any
      Guarantor.

     

    To
      the
      fullest extent permitted by applicable law, each Guarantor hereby (i) waives
      diligence, presentment, demand of payment, notice of acceptance, filing of
      claims with a court in the event of the merger, insolvency or bankruptcy of
      the
      Company or such Guarantor, and all demands and notices whatsoever, (ii)
      acknowledges that any agreement, instrument or document evidencing the Guarantee
      may be transferred and that the benefit of its obligations hereunder shall
      extend to each holder of any agreement, instrument or document evidencing the
      Guarantee without notice to them and (iii) covenants that its Guarantee will
      not
      be discharged except by complete performance of the Guarantee. To the fullest
      extent permitted by applicable law, each Guarantor further agrees that if at
      any
      time all or any part of any payment theretofore applied by any Person to any
      Guarantee is, or must be, rescinded or returned for any reason whatsoever,
      including without limitation, the insolvency, bankruptcy or reorganization
      of
      any Guarantor, such Guarantee shall, to the extent that such payment is or
      must
      be rescinded or returned, be deemed to have continued in existence
      notwithstanding such application, and the Guarantee shall continue to be
      effective or be reinstated, as the case may be, as though such application
      had
      not been made.

     

    Each
      Guarantor
      shall be subrogated to all rights of the Holders and the Trustee against the
      Company in respect of any amounts paid by such Guarantor pursuant to the
      provisions of this Indenture; provided, however, that such Guarantor shall
      not
      be entitled to enforce or to receive any payments arising out of, or based
      upon,
      such right of subrogation with respect to any of such Securities until all
      of
      such Securities and the Guarantee shall have been indefeasibly paid in full
      or
      discharged.

     

    A
      director, officer, employee or stockholder, as such, of a Guarantor shall not
      have any liability for any obligations of the Guarantor under this Indenture
      or
      for any claim based on, in respect of or by reason of such obligations or their
      creation.

     

    To
      the
      fullest extent permitted by applicable law, no
      failure to exercise and no delay in exercising, on the part of the Trustee
      or
      the Holders, any right, power, privilege or remedy under this Article Fourteen
      and the Guarantee shall operate as a waiver thereof, nor shall any single or
      partial exercise of any rights, power, privilege or remedy preclude any other
      or
      further exercise thereof, or the exercise of any other rights, powers,
      privileges or remedies. The rights and remedies herein provided for are
      cumulative and not exclusive of any rights or remedies provided in law or
      equity. Nothing contained in this Article Fourteen shall limit the right of
      the
      Trustee or the Holders to take any action to accelerate the maturity of such
      Securities pursuant to Article Five or to pursue any rights or remedies
      hereunder or under applicable law.

     

    Section
      14.2.  Execution
      and Delivery of Notation of Guarantee

     

    To
      further evidence the Guarantee, each Guarantor hereby agrees that a notation
      of
      such Guarantee may be endorsed on each Security of a series to which this
      Article Fourteen has been made applicable authenticated and delivered by the
      Trustee and executed by either manual or facsimile signature of an officer
      of
      such Guarantor.

     

    Each
      Guarantor hereby agrees that its Guarantee of Securities of a series to which
      this Article Fourteen has been made applicable shall remain in full force and
      effect notwithstanding any failure to endorse on any such Security a notation
      relating to the Guarantee thereof.

     

    If
      an
      officer of any Guarantor whose signature is on this Indenture or a Security
      no
      longer holds that office at the time the Trustee authenticates such Security
      or
      at any time thereafter, such Guarantor's Guarantee of such Security shall be
      valid nevertheless.

     

    The
      delivery by the Trustee of any Security of a series to which this Article
      Fourteen has been made applicable, after the authentication thereof under this
      Indenture, shall constitute due delivery of the Guarantee set forth in this
      Indenture on behalf of each Guarantor.

     

    Section
      14.3.  Reports
      by Guarantor.

     

      In
      addition to the certificates delivered to the Trustee pursuant to Section 10.5,
      each Guarantor shall file with the Trustee and the Commission, and transmit
      to
      Holders of Outstanding Securities of each series to which this Article Fourteen
      has been made applicable, such information, documents and other reports, and
      such summaries thereof, as may be required pursuant to the Trust Indenture
      Act
      at the times and in the manner provided pursuant thereto; provided that any
      such
      information, documents or reports required to be filed with the Commission
      pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
      Trustee within 15 days after the same is so required to be filed with the
      Commission.

     

    


     

    *
      *
      *

     

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

     

    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 day and year first above written.

     

    FRONTIER
      OIL CORPORATION

    


                                                    
      


    Name:      

    Title:      

    


    


    FRONTIER
      HOLDINGS INC.

    


    


    By:      

    Name:   
  

    Title:      

    


    


    


    FRONTIER
      REFINING & MARKETING INC.

    


    


    By:      

    Name:      

    Title:      

    


    


    FRONTIER
      REFINING INC.

    


    


    By:       

    Name:       

    Title:       

    


    


    


    FRONTIER
      OIL AND REFINING COMPANY

    


    


    By:       

    Name:       

    Title:       

    


    


    FRONTIER
      PIPELINE INC.

    


    


    By:       

    Name:       

    Title:       

    


    


    FRONTIER
      EL DORADO REFINING COMPANY

    


    


    By:       

    Name:       

    Title: