Exhibit 4.8


    
      

    

     

    

      Exhibit
        4.8

       

       

      JAMES
        RIVER COAL COMPANY

       

       

      INDENTURE

       

       

      DATED
        AS OF _______________, 200__

       

       

      _________________________,
        TRUSTEE

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      


      
        	
                ARTICLE
                  I

              	 	 
	
                DEFINITIONS
                  AND INCORPORATION BY REFERENCE

              	
                1

              
	
                SECTION
                  1.1

              	
                Definitions.

              	
                1

              
	
                SECTION
                  1.2

              	
                Other
                  Definitions.

              	
                4

              
	
                SECTION
                  1.3

              	
                Incorporation
                  by Reference of Trust Indenture Act.

              	
                4

              
	
                SECTION
                  1.4

              	
                Rules
                  Of Construction.

              	
                5

              
	
                ARTICLE
                  II

              	 	 
	
                THE
                  SECURITIES

              	 	
                5

              
	
                SECTION
                  2.1

              	
                Issuable
                  In Series.

              	
                5

              
	
                SECTION
                  2.2

              	
                Establishment
                  Of Terms Of Series Of Securities.

              	
                5

              
	
                SECTION
                  2.3

              	
                Execution
                  and Authentication.

              	
                7

              
	
                SECTION
                  2.4

              	
                Registrar
                  and Paying Agent.

              	
                7

              
	
                SECTION
                  2.5

              	
                Paying
                  Agent to Hold Money in Trust.

              	
                8

              
	
                SECTION
                  2.6

              	
                Securityholder
                  Lists.

              	
                8

              
	
                SECTION
                  2.7

              	
                Transfer
                  and Exchange.

              	
                8

              
	
                SECTION
                  2.8

              	
                Mutilated,
                  Destroyed, Lost and Stolen Securities.

              	
                9

              
	
                SECTION
                  2.9

              	
                Outstanding
                  Securities.

              	
                9

              
	
                SECTION
                  2.10

              	
                Treasury
                  Securities.

              	
                9

              
	
                SECTION
                  2.11

              	
                Temporary
                  Securities.

              	
                10

              
	
                SECTION
                  2.12

              	
                Cancellation.

              	
                10

              
	
                SECTION
                  2.13

              	
                Defaulted
                  Interest.

              	
                10

              
	
                SECTION
                  2.14

              	
                Global
                  Securities.

              	
                10

              
	
                SECTION
                  2.15

              	
                CUSIP
                  Numbers.

              	
                11

              
	
                ARTICLE
                  III

              	 	 
	
                REDEMPTION

              	 	
                11

              
	
                SECTION
                  3.1

              	
                Notice
                  To Trustee.

              	
                11

              
	
                SECTION
                  3.2

              	
                Selection
                  of Securities to be Redeemed.

              	
                11

              
	
                SECTION
                  3.3

              	
                Notice
                  of Redemption.

              	
                12

              
	
                SECTION
                  3.4

              	
                Effect
                  of Notice of Redemption.

              	
                12

              
	
                SECTION
                  3.5

              	
                Deposit
                  of Redemption Price.

              	
                12

              
	
                SECTION
                  3.6

              	
                Securities
                  Redeemed in Part.

              	
                12

              
	
                ARTICLE
                  IV

              	 	 
	
                COVENANTS

              	 	
                13

              
	
                SECTION
                  4.1

              	
                Payment
                  of Principal and Interest.

              	
                13

              
	
                SECTION
                  4.2

              	
                SEC
                  Reports.

              	
                13

              
	
                SECTION
                  4.3

              	
                Compliance
                  Certificate.

              	
                13

              
	
                SECTION
                  4.4

              	
                Stay,
                  Extension and Usury Laws.

              	
                13

              
	
                SECTION
                  4.5

              	
                Corporate
                  Existence.

              	
                13

              
	
                SECTION
                  4.6

              	
                Taxes.

              	
                14

              
	
                ARTICLE
                  V

              	 	 
	
                SUCCESSORS

              	 	
                14

              
	
                SECTION
                  5.1

              	
                When
                  Company May Merge, Etc.

              	
                14

              
	
                SECTION
                  5.2

              	
                Successor
                  Corporation Substituted.

              	
                14

              
	
                ARTICLE
                  VI

              	 	 
	
                DEFAULTS
                  AND REMEDIES

              	
                14

              
	
                SECTION
                  6.1

              	
                Events
                  of Default.

              	
                14

              
	
                SECTION
                  6.2

              	
                Acceleration
                  of Maturity; Rescission and Annulment.

              	
                15

              
	
                SECTION
                  6.3

              	
                Collection
                  Of Indebtedness And Suits For Enforcement By Trustee.

              	
                16

              
	
                SECTION
                  6.4

              	
                Trustee
                  May File Proofs Of Claim.

              	
                16

              
	
                SECTION
                  6.5

              	
                Trustee
                  May Enforce Claims Without Possession Of Securities.

              	
                17

              
	
                SECTION
                  6.6

              	
                Application
                  of Money Collected.

              	
                17

              
	
                SECTION
                  6.7

              	
                Limitation
                  On Suits.

              	
                17

              
	
                SECTION
                  6.8

              	
                Unconditional
                  Right of Holders to Receive Principal and Interest.

              	
                18

              
	
                SECTION
                  6.9

              	
                Restoration
                  of Rights and Remedies.

              	
                18

              


      


      
        
          
          

        

        
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                SECTION
                  6.10

              	
                Rights
                  and Remedies Cumulative.

              	
                18

              
	
                SECTION
                  6.11

              	
                Delay
                  or Omission Not Waiver.

              	
                18

              
	
                SECTION
                  6.12

              	
                Control
                  by Holders.

              	
                18

              
	
                SECTION
                  6.13

              	
                Waiver
                  Of Past Defaults.

              	
                19

              
	
                SECTION
                  6.14

              	
                Undertaking
                  For Costs.

              	
                19

              
	
                ARTICLE
                  VII

              	 	 
	
                TRUSTEE

              	 	
                19

              
	
                SECTION
                  7.1

              	
                Duties
                  of Trustee.

              	
                19

              
	
                SECTION
                  7.2

              	
                Rights
                  of Trustee.

              	
                20

              
	
                SECTION
                  7.3

              	
                Individual
                  Rights of Trustee.

              	
                21

              
	
                SECTION
                  7.4

              	
                Trustee’s
                  Disclaimer.

              	
                21

              
	
                SECTION
                  7.5

              	
                Notice
                  Of Defaults.

              	
                21

              
	
                SECTION
                  7.6

              	
                Reports
                  by Trustee to Holders.

              	
                21

              
	
                SECTION
                  7.7

              	
                Compensation
                  and Indemnity.

              	
                22

              
	
                SECTION
                  7.8

              	
                Replacement
                  of Trustee.

              	
                22

              
	
                SECTION
                  7.9

              	
                Successor
                  Trustee by Merger, Etc.

              	
                23

              
	
                SECTION
                  7.10

              	
                Eligibility;
                  Disqualification.

              	
                23

              
	
                SECTION
                  7.11

              	
                Referential
                  Collection of Claims Against Company.

              	
                23

              
	
                ARTICLE
                  VIII

              	 	 
	
                SATISFACTION
                  AND DISCHARGE; DEFEASANCE

              	
                23

              
	
                SECTION
                  8.1

              	
                Satisfaction
                  and Discharge of Indenture.

              	
                23

              
	
                SECTION
                  8.2

              	
                Application
                  of Trust Funds; Indemnification.

              	
                24

              
	
                SECTION
                  8.3

              	
                Legal
                  Defeasance of Securities of any Series.

              	
                24

              
	
                SECTION
                  8.4

              	
                Covenant
                  Defeasance.

              	
                25

              
	
                SECTION
                  8.5

              	
                Repayment
                  to Company.

              	
                26

              
	
                ARTICLE
                  IX

              	 	 
	
                AMENDMENTS
                  AND WAIVERS

              	 	
                26

              
	
                SECTION
                  9.1

              	
                Without
                  Consent of Holders.

              	
                26

              
	
                SECTION
                  9.2

              	
                With
                  Consent of Holders.

              	
                27

              
	
                SECTION
                  9.3

              	
                Limitations.

              	
                27

              
	
                SECTION

                  9.4

              	
                Compliance
                  With Trust Indenture Act.

              	
                28

              
	
                SECTION
                  9.5

              	
                Revocation
                  and Effect of Consents.

              	
                28

              
	
                SECTION
                  9.6

              	
                Notation
                  on or Exchange of Securities.

              	
                28

              
	
                SECTION
                  9.7

              	
                Trustee
                  Protected.

              	
                28

              
	
                ARTICLE
                  X

              	 	 
	
                MISCELLANEOUS

              	 	
                28

              
	
                SECTION
                  10.1

              	
                Trust
                  Indenture Act Controls.

              	
                28

              
	
                SECTION
                  10.2

              	
                Notices.

              	
                29

              
	
                SECTION
                  10.3

              	
                Communication
                  by Holders with Other Holders.

              	
                29

              
	
                SECTION
                  10.4

              	
                Certificate
                  and Opinion as to Conditions Precedent.

              	
                29

              
	
                SECTION
                  10.5

              	
                Statements
                  Required in Certificate or Opinion.

              	
                30

              
	
                SECTION
                  10.6

              	
                Rules
                  by Trustee and Agents.

              	
                30

              
	
                SECTION
                  10.7

              	
                Legal
                  Holidays.

              	
                30

              
	
                SECTION
                  10.8

              	
                No
                  Recourse Against Others.

              	
                30

              
	
                SECTION
                  10.9

              	
                Counterparts.

              	
                30

              
	
                SECTION
                  10.10

              	
                Governing
                  Laws.

              	
                30

              
	
                SECTION
                  10.11

              	
                No
                  Adverse Interpretation of Other Agreements.

              	
                30

              
	
                SECTION
                  10.12

              	
                Successors.

              	
                31

              
	
                SECTION
                  10.13

              	
                Severability.

              	
                31

              
	
                SECTION
                  10.14

              	
                Table
                  of Contents, Headings, Etc.

              	
                31

              
	
                ARTICLE
                  XI

              	 	 
	
                SINKING
                  FUNDS

              	 	
                31

              
	
                SECTION
                  11.1

              	
                Applicability
                  of Article.

              	
                31

              
	
                SECTION
                  11.2

              	
                Satisfaction
                  Of Sinking Fund Payments With Securities.

              	
                31

              
	
                SECTION
                  11.3

              	
                Redemption
                  Of Securities For Sinking Fund.

              	
                32

              


      

      


      



      
        
          
          

        

        
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      CROSS
        REFERENCE SCHEDULE

       

      
        	
                Trust
                  Indenture Act Section 

              	
                 Indenture
                  Section

              


      

      
        	
                Section 310

              	
                (a)(1)

              	
                7.10

              
	 	
                (a)(2)

              	
                7.10

              
	 	
                (a)(3)

              	
                N/A

              
	 	
                (a)(4)

              	
                N/A

              
	 	
                (a)(5)

              	
                7.10

              
	 	
                (b)

              	
                7.10

              
	
                Section
                  311

              	
                (a)

              	
                7.11

              
	 	
                (b)

              	
                7.11

              
	 	
                (c)

              	
                N/A

              
	
                Section
                  312

              	
                (a)

              	
                2.6

              
	 	
                (b)

              	
                10.3

              
	 	
                (c)

              	
                10.3

              
	
                Section
                  313

              	
                (a)

              	
                7.6

              
	 	
                (b)(1)

              	
                7.6

              
	 	
                (b)(2)

              	
                7.6

              
	 	
                (c)(1)

              	
                7.6

              
	 	
                (d)

              	
                7.6

              
	
                Section
                  314

              	
                (a)

              	
                4.2,
                  10.5

              
	 	
                (b)

              	
                N/A

              
	 	
                (c)(1)

              	
                10.4

              
	 	
                (c)(2)

              	
                10.4

              
	 	
                (c)(3)

              	
                N/A

              
	 	
                (d)

              	
                N/A

              
	 	
                (e)

              	
                10.5

              
	 	
                (f)

              	
                N/A

              
	
                Section
                  315

              	
                (a)

              	
                7.1

              
	 	
                (b)

              	
                7.5

              
	 	
                (c)

              	
                7.1

              
	 	
                (d)

              	
                7.1

              
	 	
                (e)

              	
                6.14

              
	
                Section
                  316

              	
                (a)

              	
                2.10

              
	 	
                (a)(1)(A)

              	
                6.12

              
	 	
                (a)(1)(B)

              	
                6.13

              
	 	
                (b)

              	
                6.8

              
	
                Section
                  317

              	
                (a)(1)

              	
                6.3

              
	 	
                (a)(2)

              	
                6.4

              
	 	
                (b)

              	
                2.5

              
	
                Section
                  318

              	
                (a)

              	
                10.1

              


      

      


       

      *    This
        Cross Reference Table shall not, for any purpose, be deemed to be part of
        the
        Indenture.

       

      



      
        
          
          

        

        
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      INDENTURE,
        dated as of _______________, 200__ between JAMES RIVER COAL COMPANY, a Virginia
        corporation (“Company”),
        and
        ____________________, as trustee (“Trustee”).

       

      Each
        party agrees as follows for the benefit of the other party and for the equal
        and
        ratable benefit of the Holders of the Securities issued under this
        Indenture:

       

      ARTICLE
        I

       

      DEFINITIONS
        AND INCORPORATION BY REFERENCE

       

      SECTION
        1.1 Definitions.

       

      “Additional
        Amounts”
means
        any additional amounts which are required hereby or by any Security, under
        circumstances specified herein or therein, to be paid by the Company in respect
        of certain taxes imposed on Holders specified herein or therein and which
        are
        owing to such Holders.

       

      “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” (including, with
        correlative meanings, the terms “controlled by” and “under common control
        with”), as used with respect to any person, shall mean the possession, directly
        or indirectly, of the power to direct or cause the direction of the management
        or policies of such person, whether through the ownership of voting securities
        or by agreement or otherwise.

       

      “Agent”
means
        any Registrar, Paying Agent or Service Agent.

       

      “Authorized
        Newspaper”
means
        a
        newspaper in an official language of the country of publication customarily
        published at least once a day for at least five days in each calendar week
        and
        of general circulation in the place in connection with which the term is
        used.
        If it shall be impractical in the opinion of the Trustee to make any publication
        of any notice required hereby in an Authorized Newspaper, any publication
        or
        other notice in lieu thereof that is made or given by the Trustee shall
        constitute a sufficient publication of such notice.

       

      “Bearer”
means
        anyone in possession from time to time of a Bearer Security.

       

      “Bearer
        Security”
means
        any Security, including any interest coupon appertaining thereto, that does
        not
        provide for the identification of the Holder thereof.

       

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

       

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

       

      “Business
        Day”
means,
        unless otherwise provided by Board Resolution, Officers’ Certificate or
        supplemental indenture hereto for a particular Series, any day except a
        Saturday, Sunday or a legal holiday in the City of New York on which banking
        institutions are authorized or required by law, regulation or executive order
        to
        close.

       

      “Capital
        Stock”
means
        any and all shares, interests, participations, rights or other equivalents
        (however designated) of corporate stock.

       

      “Company”
means
        the party named as such above until a successor replaces it and thereafter
        means
        the successor.

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


       

      “Company
        Order”
means
        a
        written order signed in the name of the Company by two Officers, one of whom
        must be the Company’s principal executive officer, principal financial officer
        or principal accounting officer.

       

      “Company
        Request”
means
        a
        written request signed in the name of the Company by its Chief Executive
        Officer, the President or a Vice President, and by its Treasurer, an Assistant
        Treasurer, its Secretary or an Assistant Secretary, 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.

       

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

       

      “Depository”
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, the person designated
        as
        Depository for such Series by the Company, which Depository shall be a clearing
        agency registered under the Exchange Act; and if at any time there is more
        than
        one such person, “Depository” as used with respect to the Securities of any
        Series shall mean the Depository with respect to the Securities of such
        Series.

       

      “Discount
        Security”
means
        any Security that provides for an amount less than the stated principal amount
        thereof to be due and payable upon declaration of acceleration of the maturity
        thereof pursuant to Section
        6.2.

       

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

       

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

       

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

       

      “Global
        Security”
or
        “Global
        Securities”
means
        a
        Security or Securities, as the case may be, in the form established pursuant
        to
Section
        2.2
        evidencing all or part of a Series of Securities, issued to the Depository
        for
        such Series or its nominee, and registered in the name of such Depository
        or
        nominee.

       

      “Holder”
or
        “Securityholder”
means
        a
        person in whose name a Security is registered or the holder of a Bearer
        Security.

       

      “indebtedness”
means,
        with respect to any person, and without duplication, (a) all indebtedness,
        obligations and other liabilities (contingent or otherwise) of such person
        for
        borrowed money (including obligations of the Company in respect of overdrafts,
        foreign exchange contracts, currency exchange agreements, interest rate
        protection agreements, and any loans or advances from banks, whether or not
        evidenced by notes or similar instruments) or evidenced by bonds, debentures,
        notes or similar instruments (whether or not the recourse of the lender is
        to
        the whole of the assets of such person or to only a portion thereof) (other
        than
        any account payable or other accrued current liability or obligation incurred
        in
        the ordinary course of business in connection with the obtaining of materials
        or
        services), (b) all reimbursement obligations and other liabilities
        (contingent or otherwise) of such person with respect to letters of credit,
        bank
        guarantees or bankers’ acceptances, (c) all obligations and liabilities
        (contingent or otherwise) in respect of leases of such person required, in
        conformity with generally accepted accounting principles, to be accounted
        for as
        capitalized lease obligations on the balance sheet of such person and all
        obligations and other liabilities (contingent or otherwise) under any lease
        or
        related document (including a purchase agreement) in connection with the
        lease
        of real property which provides that such person is contractually obligated
        to
        purchase or cause a third party to purchase the leased property and thereby
        guarantee a minimum residual value of the leased property to the lessor and
        the
        obligations of such person under such lease or related document to purchase
        or
        to cause a third party to purchase such leased property, (d) all
        obligations of such 

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      person
        (contingent or otherwise) with respect to an interest rate or other swap,
        cap or
        collar agreement or other similar instrument or agreement or foreign currency
        hedge, exchange, purchase or similar instrument or agreement, (e) all
        direct or indirect guaranties or similar agreements by such person in respect
        of, and obligations or liabilities (contingent or otherwise) of such person
        to
        purchase or otherwise acquire or otherwise assure a creditor against loss
        in
        respect of indebtedness, obligations or liabilities of another person of
        the
        kind described in clauses (a) through (d), (f) any indebtedness or
        other obligations described in clauses (a) through (e) secured by any
        mortgage, pledge, lien or other encumbrance existing on property which is
        owned
        or held by such person, regardless of whether the indebtedness or other
        obligation secured thereby shall have been assumed by such person and
        (g) any and all refinancings, replacements, deferrals, renewals, extensions
        and refundings of, or amendments, modifications or supplements to, any
        indebtedness, obligation or liability of the kind described in clauses
        (a) through (f).

       

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

       

      “interest”
with
        respect to any Discount Security which by its terms bears interest only after
        Maturity, means interest payable after Maturity.

       

      “Maturity,”
when
        used with respect to any Security or installment of principal thereof, means
        the
        date on which the principal of such Security or such 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.

       

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

       

      “Officers’
        Certificate”
means
        a
        certificate signed by two Officers, one of whom must be the Company’s principal
        executive officer, principal financial officer or principal accounting
        officer.

       

      “Opinion
        of Counsel”
means
        a
        written opinion of legal counsel who is acceptable to the Trustee. The counsel
        may be an employee of or counsel to the Company.

       

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

       

      “principal”
of
        a
        Security means the principal of the Security plus, when appropriate, the
        premium, if any, on, and any Additional Amounts in respect of, the
        Security.

       

      “Responsible
        Officer”
means
        any officer of the Trustee in its Corporate Trust Office and also means,
        with
        respect to a particular corporate trust matter, any other officer to whom
        any
        corporate trust matter is referred because of his or her knowledge of and
        familiarity with a particular subject.

       

      “SEC”
means
        the Securities and Exchange Commission.

       

      “Securities”
means
        the debentures, notes or other debt instruments of the Company of any Series
        authenticated and delivered under this Indenture.

       

      “Series”
or
        “Series
        of Securities”
means
        each series of debentures, notes or other debt instruments of the Company
        created pursuant to Sections
        2.1 and 2.2
        hereof.

       

      “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”
of
        any
        specified person means any corporation, association or other business entity
        of
        which more than 50% of the total voting power of shares of Capital Stock
        entitled (without regard to the occurrence of any contingency) to vote in
        the
        election of directors, managers or trustees thereof is at the time owned
        or
        controlled, directly or indirectly, by such person or one or more of the
        other
        Subsidiaries of that person or a combination thereof.

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


       

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

       

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

       

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

       

      SECTION
        1.2 Other
        Definitions.

       

      
        	
                Term

              	
                Defined
                  in Section

              
	
                Bankruptcy
                  Law

              	
                6.1

              
	
                Custodian

              	
                6.1

              
	
                Event
                  of Default

              	
                6.1

              
	
                Legal
                  Holiday

              	
                10.7

              
	
                mandatory
                  sinking fund payment

              	
                11.1

              
	
                optional
                  sinking fund payment

              	
                11.1

              
	
                Paying
                  Agent

              	
                2.4

              
	
                Registrar

              	
                2.4

              
	
                Service
                  Agent

              	
                2.4

              
	
                successor
                  person

                 

              	
                5.1

                 

              


      

      SECTION
        1.3 Incorporation
        by Reference of Trust Indenture Act.

       

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

       

      “Commission”
means
        the SEC.

       

      “indenture
        securities”
means
        the Securities.

       

      “indenture
        security holder”
means
        a
        Securityholder.

       

      “indenture
        to be qualified”
means
        this Indenture.

       

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

       

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

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      All
        other
        terms used in this Indenture that are defined by the TIA, defined by TIA
        reference to another statute or defined by SEC rule under the TIA and not
        otherwise defined herein are used herein as so defined.

       

      SECTION
        1.4 Rules
        Of Construction.

       

      Unless
        the context otherwise requires:

       

      
        	 	
                (a)

              	
                a
                  term has the meaning assigned to
                  it;

              


      

       

      
        	 	
                (b)

              	
                an
                  accounting term not otherwise defined has the meaning assigned
                  to it in
                  accordance with generally accepted accounting
                  principles;

              


      

       

      
        	 	
                (c)

              	
                references
                  to “generally
                  accepted accounting principles”
                  and “GAAP”
                  shall mean generally accepted accounting principles in effect as
                  of the
                  time when and for the period as to which such accounting principles
                  are to
                  be applied;

              


      

       

      
        	 	
                (d)

              	
                “or”
                  is not exclusive;

              


      

       

      
        	 	
                (e)

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

              


      

       

      
        	 	
                (f)

              	
                provisions
                  apply to successive events and
                  transactions.

              


      

       

      ARTICLE
        II

       

      THE
        SECURITIES

       

      SECTION
        2.1 Issuable
        In Series.

       

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

       

      SECTION
        2.2 Establishment
        Of Terms Of Series Of Securities.

       

      At
        or
        prior to the issuance of any Securities within a Series, the following shall
        be
        established (as to the Series generally, in the case of Subsection
        2.2.1
        and
        either as to such Securities within the Series or as to the Series generally
        in
        the case of Subsections
        2.2.2 through 2.2.21)
        by or
        pursuant to a Board Resolution, and set forth or determined in the manner
        provided in a Board Resolution, supplemental indenture or an Officers’
Certificate:

       

      2.2.1 the
        title
        of the Series (which shall distinguish the Securities of that particular
        Series
        from the Securities of any other Series);

       

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

       

      2.2.3 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 Section
        2.7, 2.8, 2.11, 3.6 or 9.6);

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


       

      2.2.4 the
        date
        or dates on which the principal of the Securities of the Series is
        payable;

       

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

       

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

       

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

       

      2.2.8 the
        obligation, if any, of the Company to redeem or purchase the 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;

       

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

       

      2.2.10 if
        other
        than denominations of $1,000 and any integral multiple thereof, the
        denominations in which the Securities of the Series shall be
        issuable;

       

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

       

      2.2.12 if
        other
        than the principal amount thereof, the portion of the principal amount of
        the
        Securities of the Series that shall be payable upon declaration of acceleration
        of the maturity thereof pursuant to Section
        6.2;

       

      2.2.13 the
        provisions, if any, relating to any security provided for the Securities
        of the
        Series;

       

      2.2.14 any
        addition to or change in the Events of Default which applies to any Securities
        of the Series and any change in the right of the Trustee or the requisite
        Holders of such Securities to declare the principal amount thereof due and
        payable pursuant to Section
        6.2;

       

      2.2.15 any
        addition to or change in the covenants set forth in Articles
        IV or V
        which
        applies to Securities of the Series;

       

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

       

      2.2.17 any
        depositories, interest rate calculation agents, exchange rate calculation
        agents
        or other agents with respect to Securities of such Series if other than those
        appointed herein.

       

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

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


       

      SECTION
        2.3 Execution
        and Authentication.

       

      Two
        Officers shall sign the Securities for the Company by manual or facsimile
        signature.

       

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

       

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

       

      The
        Trustee shall at any time, and from time to time, authenticate Securities
        for
        original issue in the principal amount provided in the Board Resolution,
        supplemental indenture hereto or Officers’ Certificate, upon receipt by the
        Trustee of a Company Order. Such Company Order may authorize authentication
        and
        delivery pursuant to oral or electronic instructions from the Company or
        its
        duly authorized agent or agents, which oral instructions shall be promptly
        confirmed in writing. Each Security shall be dated the date of its
        authentication unless otherwise provided by a Board Resolution, a supplemental
        indenture hereto or an Officers’ Certificate.

       

      The
        aggregate principal amount of Securities of any Series outstanding at any
        time
        may not exceed any limit upon the maximum principal amount for such Series
        set
        forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section
        2.2,
        except
        as provided in Section
        2.8.

       

      Prior
        to
        the issuance of Securities of any Series, the Trustee shall have received
        and
        (subject to Section
        7.2)
        shall
        be fully protected in relying on: (a) the Board Resolution, supplemental
        indenture hereto or Officers’ Certificate establishing the form of the
        Securities of that Series or of Securities within that Series and the terms
        of
        the Securities of that Series or of Securities within that Series, (b) an
        Officers’ Certificate complying with Section
        10.4,
        and (c)
        an Opinion of Counsel complying with Section
        10.4.

       

      The
        Trustee shall have the right to decline to authenticate and deliver any
        Securities of such Series: (a) if the Trustee, being advised by counsel,
        determines that such action may not be taken lawfully; or (b) if the Trustee
        in
        good faith by its board of directors or trustees, executive committee or
        a trust
        committee of directors and/or Vice Presidents shall determine that such action
        would expose the Trustee to personal liability to Holders of any then
        outstanding Series of Securities.

       

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

       

      SECTION
        2.4 Registrar
        and Paying Agent.

       

      The
        Company shall maintain, with respect to each Series of Securities, at the
        place
        or places specified with respect to such Series pursuant to Section
        2.2,
        an
        office or agency where Securities of such Series may be presented or surrendered
        for payment (“Paying
        Agent”),
        where
        Securities of such Series may be surrendered for registration of transfer
        or
        exchange (“Registrar”)
        and
        where notices and demands to or upon the Company in respect of the Securities
        of
        such Series and this Indenture may be served (“Service
        Agent”).
        The
        Registrar shall keep a register with respect to each Series of Securities
        and to
        their transfer and exchange. The Company will give prompt written notice
        to the
        Trustee of the name and address, and any change in the name or address, of
        each
        Registrar, Paying Agent or Service Agent. If at any time the Company shall
        fail
        to maintain any such required Registrar, Paying Agent or Service Agent or
        shall
        fail to furnish the Trustee with the name and address thereof, such
        presentations, surrenders, notices and demands may be made or served at the
        Corporate Trust Office of the Trustee, and the Company hereby appoints the
        Trustee as its agent to receive all such presentations, surrenders, notices
        and
        demands.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


       

      The
        Company may also from time to time designate one or more co-registrars,
        additional paying agents or additional service agents and may from time to
        time
        rescind such designations; provided, however, that no such designation or
        rescission shall in any manner relieve the Company of its obligations to
        maintain a Registrar, Paying Agent and Service Agent in each place so specified
        pursuant to Section
        2.2
        for
        Securities of any Series for such purposes. The Company will give prompt
        written
        notice to the Trustee of any such designation or rescission and of any change
        in
        the name or address of any such co-registrar, additional paying agent or
        additional service agent. The term “Registrar” includes any co-registrar; the
        term “Paying Agent” includes any additional paying agent; and the term “Service
        Agent” includes any additional service agent.

       

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

       

      SECTION
        2.5 Paying
        Agent to Hold Money in Trust.

       

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

       

      SECTION
        2.6 Securityholder
        Lists.

       

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

       

      SECTION
        2.7 Transfer
        and Exchange.

       

      Where
        Securities of a Series are presented to the Registrar or a co-registrar with
        a
        request to register a transfer or to exchange them for an equal principal
        amount
        of Securities of the same Series, the Registrar shall register the transfer
        or
        make the exchange if its requirements for such transactions are met. To permit
        registrations of transfers and exchanges, the Trustee shall authenticate
        Securities at the Registrar’s request. No service charge shall be made for any
        registration of transfer or exchange (except as otherwise expressly permitted
        herein), but the Company may require payment of a sum sufficient to cover
        any
        transfer tax or similar governmental charge payable in connection therewith
        (other than any such transfer tax or similar governmental charge payable
        upon
        exchanges pursuant to Sections
        2.11, 3.6 or 9.6).

       

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

       


      
        
          
          

        

        
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      SECTION
        2.8 Mutilated,
        Destroyed, Lost and Stolen Securities.

       

      If
        any
        mutilated Security is surrendered to the Trustee, the Company shall execute
        and
        the Trustee shall authenticate and make available for delivery in exchange
        therefor a new Security 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 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 shall execute and upon its request the Trustee shall authenticate
        and make available for delivery, in lieu of any such destroyed, lost or stolen
        Security, a new Security 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, 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
        2.9 Outstanding
        Securities.

       

      The
        Securities outstanding at any time are all the Securities authenticated by
        the
        Trustee except for those canceled by it, those delivered to it for cancellation,
        those reductions in the interest on a Global Security effected by the Trustee
        in
        accordance with the provisions hereof and those described in this Section
        as not
        outstanding.

       

      If
        a
        Security is replaced pursuant to Section
        2.8,
        it
        ceases to be outstanding until the Trustee receives proof satisfactory to
        it
        that the replaced Security is held by a bona fide purchaser.

       

      If
        the
        Paying Agent (other than the Company, a Subsidiary of the Company or an
        Affiliate of the Company) holds on the Maturity of Securities of a Series
        money
        sufficient to pay such Securities payable on that date, then on and after
        that
        date such Securities of the Series cease to be outstanding and interest on
        them
        ceases to accrue.

       

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

       

      In
        determining whether the Holders of the requisite principal amount of outstanding
        Securities have given any request, demand, authorization, direction, notice,
        consent or waiver hereunder, the principal amount of a Discount Security
        that
        shall be deemed to be outstanding for such purposes shall be the amount of
        the
        principal thereof that would be due and payable as of the date of such
        determination upon a declaration of acceleration of the Maturity thereof
        pursuant to Section
        6.2.

       

      SECTION
        2.10 Treasury
        Securities.

       

      In
        determining whether the Holders of the required principal amount of Securities
        of a Series have concurred in any request, demand, authorization, direction,
        notice, consent or waiver, Securities of a Series owned by the Company shall
        be
        disregarded, except that for the purposes of determining whether the Trustee
        shall be protected in relying on any such request, demand, authorization,
        direction, notice, consent or waiver, only Securities of a Series that the
        Trustee knows are so owned shall be so disregarded.

       


      
        
          
          

        

        
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      SECTION
        2.11 Temporary
        Securities.

       

      Until
        definitive Securities are ready for delivery, the Company may prepare and
        the
        Trustee shall authenticate temporary Securities upon a Company Order. Temporary
        Securities shall be substantially in the form of definitive Securities but
        may
        have variations that the Company considers appropriate for temporary Securities.
        Without unreasonable delay, the Company shall prepare and the Trustee upon
        request shall authenticate definitive Securities of the same Series and date
        of
        maturity in exchange for temporary Securities. Until so exchanged, temporary
        securities shall have the same rights under this Indenture as the definitive
        Securities.

       

      SECTION
        2.12 Cancellation.

       

      The
        Company at any time may deliver Securities to the Trustee for cancellation.
        The
        Registrar and the Paying Agent shall forward to the Trustee any Securities
        surrendered to them for registration of transfer, exchange or payment. The
        Trustee shall cancel all Securities surrendered for transfer, exchange, payment,
        replacement or cancellation and deliver such canceled Securities to the Company,
        unless the Company otherwise directs; provided that the Trustee shall not
        be
        required to destroy Securities. The Company may not issue new Securities
        to
        replace Securities that it has paid or delivered to the Trustee for
        cancellation.

       

      SECTION
        2.13 Defaulted
        Interest.

       

      If
        the
        Company defaults in a payment of interest on a Series of Securities, it shall
        pay the defaulted interest, plus, to the extent permitted by law, any interest
        payable on the defaulted interest, to the persons who are Securityholders
        of the
        Series on a subsequent special record date. The Company shall fix the record
        date and payment date. At least 10 days before the record date, the Company
        shall mail to the Trustee and to each Securityholder of the Series a notice
        that
        states the record date, the payment date and the amount of interest to be
        paid.
        The Company may pay defaulted interest in any other lawful manner.

       

      SECTION
        2.14 Global
        Securities.

       

      2.14.1 Terms
        Of Securities.
        A Board
        Resolution, a supplemental indenture hereto or an Officers’ Certificate shall
        establish whether the Securities of a Series shall be issued in whole or
        in part
        in the form of one or more Global Securities and the Depository for such
        Global
        Security or Securities.

       

      2.14.2 Transfer
        And Exchange.
        Notwithstanding any provisions to the contrary contained in Section
        2.7
        of the
        Indenture and in addition thereto, any Global Security shall be exchangeable
        pursuant to Section
        2.7
        of the
        Indenture for Securities registered in the names of Holders other than the
        Depository for such Security or its nominee only if (i) such Depository notifies
        the Company that it is unwilling or unable to continue as Depository for
        such
        Global Security or if at any time such Depository ceases to be a clearing
        agency
        registered under the Exchange Act, and, in either case, the Company fails
        to
        appoint a successor Depository registered as a clearing agency under the
        Exchange Act within 90 days of such event, (ii) the Company executes and
        delivers to the Trustee an Officers’ Certificate to the effect that such Global
        Security shall be so exchangeable or (iii) an Event of Default with respect
        to
        the Securities represented by such Global Security shall have happened and
        be
        continuing. Any Global Security that is exchangeable pursuant to the preceding
        sentence shall be exchangeable for Securities registered in such names as
        the
        Depository shall direct in writing in an aggregate principal amount equal
        to the
        principal amount of the Global Security with like tenor and terms.

       

      Except
        as
        provided in this Section
        2.14.2,
        a
        Global Security may not be transferred except as a whole by the Depository
        with
        respect to such Global Security to a nominee of such Depository, by a nominee
        of
        such Depository to such Depository or another nominee of such Depository
        or by
        the Depository or any such nominee to a successor Depository or a nominee
        of
        such a successor Depository.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


       

      2.14.3 Legend.
        Any
        Global Security issued 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 the Depository or a nominee
        of the
        Depository. This Security is exchangeable for Securities registered in the
        name
        of a person other than the Depository or its nominee only in the limited
        circumstances described in the Indenture, and may not be transferred except
        as a
        whole by the Depository to a nominee of the Depository, by a nominee of the
        Depository to the Depository or another nominee of the Depository or by the
        Depository or any such nominee to a successor Depository or a nominee of
        such a
        successor Depository.”

       

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

       

      2.14.5 Payments.
        Notwithstanding the other provisions of this Indenture, unless otherwise
        specified as contemplated by Section
        2.2,
        payment
        of the principal of and interest, if any, on any Global Security shall be
        made
        to the Holder thereof.

       

      2.14.6 Consents,
        Declaration And Directions.
        Except
        as provided in Section
        2.14.5,
        the
        Company, the Trustee and any Agent shall treat a person as the Holder of
        such
        principal amount of outstanding Securities of such Series represented by
        a
        Global Security as shall be specified in a written statement of the Depository
        with respect to such Global Security, for purposes of obtaining any consents,
        declarations, waivers or directions required to be given by the Holders pursuant
        to this Indenture.

       

      SECTION
        2.15 CUSIP
        Numbers.

       

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

       

      ARTICLE
        III

       

      REDEMPTION

       

      SECTION
        3.1 Notice
        To Trustee.

       

      The
        Company may, with respect to any Series of Securities, reserve the right
        to
        redeem and pay the Series of Securities or may covenant to redeem and pay
        the
        Series of Securities or any part thereof prior to the Stated Maturity thereof
        at
        such time and on such terms as provided for in such Securities. If a Series
        of
        Securities is redeemable and the Company wants or is obligated to redeem
        prior
        to the Stated Maturity thereof all or part of the Series of Securities pursuant
        to the terms of such Securities, it shall notify the Trustee of the redemption
        date and the principal amount of Series of Securities to be redeemed. The
        Company shall give the notice at least 45 days before the redemption date
        (or
        such shorter notice as may be acceptable to the Trustee).

       

      SECTION
        3.2 Selection
        of Securities to be Redeemed.

       

      Unless
        otherwise indicated for a particular Series by a Board Resolution, a
        supplemental indenture or an Officers’ Certificate, if less than all the
        Securities of a Series are to be redeemed, the Trustee shall select the
        Securities of the Series to be redeemed in any manner that the Trustee deems
        fair and appropriate. The Trustee shall make the selection from Securities
        of
        the Series outstanding not previously called for redemption. The Trustee
        may
        select for redemption portions of the principal of Securities of the Series
        that
        have denominations larger than $1,000. Securities of the Series and portions
        of
        them it selects shall be in amounts of $1,000 or whole multiples of $1,000
        or,
        with respect to Securities of any Series issuable in other denominations
        pursuant to Section
        2.2.10,
        the
        minimum principal denomination for each Series and integral multiples thereof.
        Provisions of this Indenture that apply to Securities of a Series called
        for
        redemption also apply to portions of Securities of that Series called for
        redemption.

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


       

      SECTION
        3.3 Notice
        of Redemption.

       

      Unless
        otherwise indicated for a particular Series by Board Resolution, a supplemental
        indenture hereto or an Officers’ Certificate, at least 30 days but not more than
        60 days before a redemption date, the Company shall mail a notice of redemption
        by first-class mail to each Holder whose Securities are to be redeemed and,
        if
        any Bearer Securities are outstanding, publish on one occasion a notice in
        an
        Authorized Newspaper.

       

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

       

      
        	 	
                (a)

              	
                the
                  redemption date;

              


      

       

      
        	 	
                (b)

              	
                the
                  redemption price;

              


      

       

      
        	 	
                (c)

              	
                the
                  name and address of the Paying
                  Agent;

              


      

       

      
        	 	
                (d)

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

              


      

       

      
        	
              	(e)	
                that
                  interest on Securities of the Series called for redemption ceases
                  to
                  accrue on and after the redemption date; 

              


      

       

      
        	 	
                (f)

              	
                the
                  CUSIP number, if any; and

              


      

       

      
        	 	
                (g)

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

              


      

       

      At
        the
        Company’s request, the Trustee shall give the notice of redemption in the
        Company’s name and at its expense.

       

      SECTION
        3.4 Effect
        of Notice of Redemption.

       

      Once
        notice of redemption is mailed or published as provided in Section
        3.3,
        Securities of a Series called for redemption become due and payable on the
        redemption date and at the redemption price. A notice of redemption may not
        be
        conditional. Upon surrender to the Paying Agent, such Securities shall be
        paid
        at the redemption price plus accrued interest to the redemption date, provided
        that 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 at the close of business on the relevant
        record date therefor according to their terms and the terms of this
        Indenture.

       

      SECTION
        3.5 Deposit
        of Redemption Price.

       

      On
        or
        before the redemption date, the Company shall deposit with the Paying Agent
        money sufficient to pay the redemption price of and accrued interest, if
        any, on
        all Securities to be redeemed on that date.

       

      SECTION
        3.6 Securities
        Redeemed in Part.

       

      Upon
        surrender of a Security that is redeemed in part, the Trustee shall authenticate
        for the Holder a new Security of the same Series and the same maturity equal
        in
        principal amount to the unredeemed portion of the Security
        surrendered.

       


      
        
          
          

        

        
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      ARTICLE
        IV

       

      COVENANTS

       

      SECTION
        4.1 Payment
        of Principal and Interest.

       

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

       

      SECTION
        4.2 SEC
        Reports.

       

      The
        Company shall deliver to the Trustee within 15 days after it files them with
        the
        SEC copies of the annual reports and of the information, documents, and other
        reports (or copies of such portions of any of the foregoing as the SEC may
        by
        rules and regulations prescribe) which the Company is required to file with
        the
        SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also
        shall
        comply with the other provisions of TIA Section 314(a). Delivery of such
        reports, information and documents to the Trustee is for informational purposes
        only and the Trustee’s receipt of such shall not constitute constructive notice
        of any information contained therein or determinable from information contained
        therein, including the Company’s compliance with any of its covenants hereunder
        (as to which the Trustee is entitled to rely exclusively on an Officers’
Certificate).

       

      SECTION
        4.3 Compliance
        Certificate. 

       

      The
        Company shall deliver to the Trustee, within 120 days after the end of each
        fiscal year of the Company, an Officers’ Certificate stating that a review of
        the activities of the Company and its Subsidiaries during the preceding fiscal
        year has been made under the supervision of the signing Officers with a view
        to
        determining whether the Company has kept, observed, performed and fulfilled
        its
        obligations under this Indenture, and further stating, as to each such Officer
        signing such certificate, that to the best of his/her knowledge the Company
        has
        kept, observed, performed and fulfilled each and every covenant contained
        in
        this Indenture and is not in default in the performance or observance of
        any of
        the terms, provisions and conditions hereof (or, if a Default or Event of
        Default shall have occurred, describing all such Defaults or Events of Default
        of which he may have knowledge).

       

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

       

      SECTION
        4.4 Stay,
        Extension and Usury Laws.

       

      The
        Company covenants (to the extent that it may lawfully do so) that it will
        not at
        any time insist upon, plead, or in any manner whatsoever claim or take the
        benefit or advantage of, any stay, extension or usury law wherever enacted,
        now
        or at any time hereafter in force, which may affect the covenants or the
        performance of this Indenture or the Securities and the Company (to the extent
        it may lawfully do so) hereby expressly waives all benefit or advantage of
        any
        such law and covenants that it will not, by resort to any such law, 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
        has been enacted.

       

      SECTION
        4.5 Corporate
        Existence.

       

      Subject
        to Article
        V,
        the
        Company will do or cause to be done all things necessary to preserve and
        keep in
        full force and effect its corporate existence and the rights (charter and
        statutory), licenses and franchises of the Company; provided, however, that
        the
        Company shall not be required to preserve any such right, license 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 and its
        Subsidiaries taken as a whole and that the loss thereof is not adverse in
        any
        material respect to the Holders.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


       

      SECTION
        4.6 Taxes.

       

      The
        Company shall pay prior to delinquency all taxes, assessments and governmental
        levies, except as contested in good faith and by appropriate
        proceedings.

       

      ARTICLE
        V

       

      SUCCESSORS

       

      SECTION
        5.1 When
        Company May Merge, Etc.

       

      The
        Company shall not consolidate with or merge with or into, or convey, transfer
        or
        lease all or substantially all of its properties and assets to, any person
        (a
“successor
        person”)
        unless:

       

      
        	 	
                (a)

              	
                the
                  Company is the surviving corporation or the successor person (if
                  other
                  than the Company) is a corporation organized and validly existing
                  under
                  the laws of any U.S. domestic jurisdiction and expressly assumes
                  the
                  Company’s obligations on the Securities and under this Indenture;
                  and

              


      

       

      
        	 	
                (b)

              	
                immediately
                  after giving effect to the transaction, no Default or Event of
                  Default,
                  shall have occurred and be
                  continuing.

              


      

       

      The
        Company shall deliver to the Trustee prior to the consummation of the proposed
        transaction an Officers’ Certificate to the foregoing effect and an Opinion of
        Counsel stating that the proposed transaction and any supplemental indenture
        comply with this Indenture.

       

      SECTION
        5.2 Successor
        Corporation Substituted.

       

      Upon
        any
        consolidation or merger, or any sale, lease, conveyance or other disposition
        of
        all or substantially all of the assets of the Company in accordance with
        Section
        5.1,
        the
        successor corporation formed by such consolidation or into or with which
        the
        Company is merged or to which such sale, lease, conveyance 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 has been named as the Company herein; provided, however,
        that
        the predecessor Company in the case of a sale, conveyance or other disposition
        (other than a lease) shall be released from all obligations and covenants
        under
        this Indenture and the Securities.

       

      ARTICLE
        VI

       

      DEFAULTS
        AND REMEDIES

       

      SECTION
        6.1 Events
        of Default.

       

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

       

      
        	 	
                (a)

              	
                default
                  in the payment of any interest on any Security of that Series when
                  it
                  becomes due and payable, and continuance of such default for a
                  period of
                  30 days (unless the entire amount of such payment is deposited
                  by the
                  Company with the Trustee or with a Paying Agent prior to the expiration
                  of
                  such period of 30 days); or

              


      

       

      
        	 	
                (b)

              	
                default
                  in the payment of principal of any Security of that Series at its
                  Maturity; or 

              


      

       

      
        	 	
                (c)

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

              


      

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (d)

              	
                default
                  in the performance or breach of any covenant or warranty of the
                  Company in
                  this Indenture (other than a covenant or warranty for which the
                  consequences of nonperformance or breach are addressed elsewhere
                  in this
                  Section
                  6.1
                  and other than a covenant or warranty that has been included in
                  this
                  Indenture solely for the benefit of Series of Securities other
                  than that
                  Series), which default continues uncured for a period of 60 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
                  not less
                  than a majority 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

              


      

       

      
        	 	
                (e)

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

              


      

       

      
        	 	
                (i)

              	
                commences
                  a voluntary case,

              


      

       

      
        	 	
                (ii)

              	
                consents
                  to the entry of an order for relief against it in an involuntary
                  case,

              


      

       

      
        	 	
                (iii)

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

              


      

       

      
        	 	
                (iv)

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

              


      

       

      
        	 	
                (v)

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

              


      

       

      
        	 	
                (f)

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

              


      

       

      
        	 	
                (i)

              	
                is
                  for relief against the Company in an involuntary
                  case,

              


      

       

      
        	 	
                (ii)

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

              


      

       

      
        	 	
                (iii)

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

              


      

       

      
        	 	
                (g)

              	
                any
                  other Event of Default provided with respect to Securities of that
                  Series,
                  which is specified in a Board Resolution, a supplemental indenture
                  hereto
                  or an Officers’ Certificate, in accordance with Section
                  2.2.18.

              


      

       

      The
        term
“Bankruptcy
        Law”
means
        title 11, U.S. Code or any similar Federal or State law for the relief of
        debtors. The term “Custodian”
means
        any receiver, trustee, assignee, liquidator or similar official under any
        Bankruptcy Law.

       

      SECTION
        6.2 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 (other than an Event of Default referred
        to
        in Section
        6.1(e) or (f)),
        then
        in every such case the Trustee or the Holders of not less than a majority
        in
        principal amount of the outstanding Securities of that Series may declare
        the
        principal amount (or, if any Securities of that Series are Discount Securities,
        such portion of the principal amount as may be specified in the terms of
        such
        Securities) of and accrued and unpaid interest, if any, on 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) and accrued and unpaid interest,
        if
        any, shall become immediately due and payable. If an Event of Default specified
        in Section
        6.1(e) or (f)
        shall
        occur, the principal amount (or specified amount) of and accrued and unpaid
        interest, if any, on all outstanding Securities shall ipso facto become and
        be
        immediately due and payable without any declaration or other act on the part
        of
        the Trustee or any Holder.

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      


       

      At
        any
        time after such a declaration of acceleration with respect to 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 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 all Events of Default with respect to
        Securities of that Series, other than the non-payment of the principal and
        interest, if any, of Securities of that Series which have become due solely
        by
        such declaration of acceleration, have been cured or waived as provided in
        Section
        6.13.

       

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

       

      SECTION
        6.3 Collection
        Of Indebtedness And Suits For Enforcement By Trustee. 

       

      The
        Company covenants that if:

       

      
        	 	
                (a)

              	
                default
                  is made in the payment of any interest on any Security when such
                  interest
                  becomes due and payable and such default continues for a period
                  of 30
                  days, or

              


      

       

      
        	 	
                (b)

              	
                default
                  is made in the payment of principal of any Security at the Maturity
                  thereof, or

              


      

       

      
        	 	
                (c)

              	
                default
                  is made in the deposit of any sinking fund payment when and as
                  due by the
                  terms of a Security,

              


      

       

      then,
        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 interest and, to the extent that payment of
        such
        interest shall be legally enforceable, interest on any overdue principal
        and 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 any other obligor upon such Securities and collect the moneys
        adjudged or deemed to be payable in the manner provided by law out of the
        property of the Company or any other obligor upon such Securities, wherever
        situated.

       

      If
        an
        Event of Default with respect to any 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
        6.4 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 any other obligor upon the Securities
        or
        the property of the Company or of such other obligor 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
        for the payment of overdue principal or interest) shall be entitled and
        empowered, by intervention in such proceeding or otherwise, (a) to file and
        prove a claim for the whole amount of principal 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 (b) 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, in the event that the Trustee shall consent
        to the
        making of such payments directly to the Holders, to pay to the Trustee any
        amount due it for the reasonable compensation, expenses, disbursements and
        advances of the Trustee, its agents and counsel, and any other amounts due
        the
        Trustee under Section
        7.7.

       


      
        
          
          

        

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

       

      SECTION
        6.5 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
        6.6 Application
        of Money Collected.

       

      Any
        money
        collected by the Trustee pursuant to this Article 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 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
        7.7;
        and

       

      Second:
        To the payment of the amounts then due and unpaid for principal of 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 interest,
        respectively; and

       

      Third:
        To
        the Company.

       

      SECTION
        6.7 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, or for the appointment
        of
        a receiver or trustee, or for any other remedy hereunder, unless:

       

      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

              	
                the
                  Holders of at least a majority 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;

              


      

       

      
        	 	
                (c)

              	
                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;

              


      

       

      
        	 	
                (d)

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

              


      

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (e)

              	
                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
        6.8 Unconditional
        Right of Holders to Receive Principal 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 interest, if any, on such Security on the Stated Maturity or Stated
        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
        6.9 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 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
        6.10 Rights
        and Remedies Cumulative.

       

      Except
        as
        otherwise provided with respect to the replacement or payment of mutilated,
        destroyed, lost or stolen Securities in Section
        2.8,
        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, to the extent permitted
        by
        law, prevent the concurrent assertion or employment of any other appropriate
        right or remedy.

       

      SECTION
        6.11 Delay
        or Omission Not Waiver.

       

      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 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
        6.12 Control
        by Holders.

       

      The
        Holders of 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 that:

       

      
        	 	
                (a)

              	
                such
                  direction shall not be in conflict with any rule of law or with
                  this
                  Indenture,

              


      

       

      
        	 	
                (b)

              	
                the
                  Trustee may take any other action deemed proper by the Trustee
                  which is
                  not inconsistent with such direction,
                  and

              


      

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (c)

              	
                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, by a Responsible Officer of
                  the
                  Trustee, determine that the proceeding so directed would involve
                  the
                  Trustee in personal liability.

              


      

       

      SECTION
        6.13 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 a Default (i) in the payment of the principal of or
        interest on any Security of such Series (provided, however, that the Holders
        of
        a majority in principal amount of the outstanding Securities of any Series
        may
        rescind an acceleration and its consequences, including any related payment
        default that resulted from such acceleration) or (ii) in respect of a covenant
        or provision hereof which 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
        6.14 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 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 the
        provisions of this Section 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 interest
        on
        any Security on or after the Stated Maturity or Stated Maturities expressed
        in
        such Security (or, in the case of redemption, on the redemption
        date).

       

      ARTICLE
        VII

       

      TRUSTEE

       

      SECTION
        7.1 Duties
        of Trustee.

       

      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

              	
                Except
                  during the continuance of an Event of
                  Default:

              


      

       

      
        	 	
                (i)

              	
                The
                  Trustee need perform only those duties that are specifically set
                  forth in
                  this Indenture and no others.

              


      

       

      
        	 	
                (ii)

              	
                In
                  the absence of bad faith on its part, the Trustee may conclusively
                  rely,
                  as to the truth of the statements and the correctness of the opinions
                  expressed therein, upon Officers’ Certificates or Opinions of Counsel
                  furnished to the Trustee and conforming to the requirements of
                  this
                  Indenture; however, in the case of any such Officers’ Certificates or
                  Opinions of Counsel which by any provisions hereof are specifically
                  required to be furnished to the Trustee, the Trustee shall examine
                  such
                  Officers’ Certificates and Opinions of Counsel to determine whether or not
                  they conform to the requirements of this
                  Indenture.

              


      

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (c)

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

              


      

       

      
        	 	
                (i)

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

              


      

       

      
        	 	
                (ii)

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

              


      

       

      
        	 	
                (iii)

              	
                The
                  Trustee shall not be liable with respect to any action taken, suffered
                  or
                  omitted to be taken by it with respect to Securities of any Series
                  in good
                  faith in accordance with the direction of the Holders of a majority
                  in
                  principal amount of the outstanding Securities of such Series 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.

              


      

       

      
        	 	
                (d)

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

              


      

       

      
        	 	
                (e)

              	
                The
                  Trustee may refuse to perform any duty or exercise any right or
                  power at
                  the request or direction of any Holder unless it receives indemnity
                  satisfactory to it against any loss, liability or
                  expense.

              


      

       

      
        	 	
                (f)

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

              


      

       

      
        	 	
                (g)

              	
                No
                  provision of this Indenture shall require the Trustee to risk its
                  own
                  funds or otherwise incur any financial liability in the performance
                  of any
                  of its duties, 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 is not reasonably assured
                  to
                  it.

              


      

       

      
        	 	
                (h)

              	
                The
                  Paying Agent, the Registrar and any authenticating agent shall
                  be entitled
                  to the protections, immunities and standard of care as are set
                  forth in
                  paragraphs (a), (b) and (c) of this Section with respect to the
                  Trustee.

              


      

       

      SECTION
        7.2 Rights
        of Trustee.

       

      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

              	
                Before
                  the Trustee acts or refrains from acting, it may require an Officers’
                  Certificate. The Trustee shall not be liable for any action it
                  takes or
                  omits to take in good faith in reliance on such Officers’
                  Certificate.

              


      

       

      
        	 	
                (c)

              	
                The
                  Trustee may act through agents and shall not be responsible for
                  the
                  misconduct or negligence of any agent appointed with due care.
                  No
                  Depository shall be deemed an agent of the Trustee and the Trustee
                  shall
                  not be responsible for any act or omission by any
                  Depository.

              


      

       

      
        	 	
                (d)

              	
                The
                  Trustee shall not be liable for any action it takes or omits to
                  take in
                  good faith which it believes to be authorized or within its rights
                  or
                  powers, provided that the Trustee’s conduct does not constitute negligence
                  or bad faith.

              


      

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (e)

              	
                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
                  without negligence and in good faith and in reliance
                  thereon.

              


      

       

      
        	 	
                (f)

              	
                The
                  Trustee shall be under no obligation to exercise any of the rights
                  or
                  powers vested in it by this Indenture at the request or direction
                  of any
                  of the Holders of Securities 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.

              


      

       

      
        	 	
                (g)

              	
                The
                  Trustee may consult with counsel of its selection 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 without negligence and in good faith and in reliance
                  thereon.
                  

              


      

       

      
        	 	
                (h)

              	
                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.

              


      

       

      
        	 	
                (i)

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

              


      

       

      SECTION
        7.3 Individual
        Rights of Trustee.

       

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

       

      SECTION
        7.4 Trustee’s
        Disclaimer.

       

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

       

      SECTION
        7.5 Notice
        Of Defaults.

       

      If
        a
        Default or Event of Default occurs and is continuing with respect to the
        Securities of any Series and if it is known to a Responsible Officer of the
        Trustee, the Trustee shall mail to each Securityholder of the Securities
        of that
        Series and, if any Bearer Securities are outstanding, publish on one occasion
        in
        an Authorized Newspaper, notice of a Default or Event of Default within 90
        days
        after it occurs or, if later, after a Responsible Officer of the Trustee
        has
        knowledge of such Default or Event of Default. Except in the case of a Default
        or Event of Default in payment of principal of or interest on any Security
        of
        any Series, the Trustee may withhold the notice if and so long as its corporate
        trust committee or a committee of its Responsible Officers in good faith
        determines that withholding the notice is in the interests of Securityholders
        of
        that Series.

       

      SECTION
        7.6 Reports
        by Trustee to Holders.

       

      Within
        60
        days after May 15 in each year, the Trustee shall transmit by mail to all
        Securityholders, as their names and addresses appear on the register kept
        by the
        Registrar and, if any Bearer Securities are outstanding, publish in an
        Authorized Newspaper, a brief report dated as of such May 15, in accordance
        with, and to the extent required under, TIA Section 313.

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      


       

      A
        copy of
        each report at the time of its mailing to Securityholders of any Series shall
        be
        filed with the SEC and each stock exchange on which the Securities of that
        Series are listed. The Company shall promptly notify the Trustee when Securities
        of any Series are listed on any stock exchange.

       

      SECTION
        7.7 Compensation
        and Indemnity. 

       

      The
        Company shall pay to the Trustee from time to time compensation for its services
        as the Company and the Trustee shall from time to time agree upon in writing.
        The Trustee’s compensation shall not be limited by any law on compensation of a
        trustee of an express trust. The Company shall reimburse the Trustee upon
        request for all reasonable out-of-pocket expenses incurred by it. Such expenses
        shall include the reasonable compensation and expenses of the Trustee’s agents
        and counsel.

       

      The
        Company shall indemnify each of the Trustee and any predecessor Trustee
        (including the cost of defending itself) against any loss, liability or expense,
        including taxes (other than taxes based upon, measured by or determined by
        the
        income of the Trustee) incurred by it except as set forth in the next paragraph
        in the performance of its duties under this Indenture as Trustee or Agent.
        The
        Trustee shall notify the Company promptly of any claim for which it may seek
        indemnity. The Company shall defend the claim and the Trustee shall cooperate
        in
        the defense. The Trustee may have one separate counsel and the Company shall
        pay
        the reasonable fees and expenses of such counsel. The Company need not pay
        for
        any settlement made without its consent, which consent shall not be unreasonably
        withheld. This indemnification shall apply to officers, directors, employees,
        shareholders and agents of the Trustee.

       

      The
        Company need not reimburse any expense or indemnify against any loss or
        liability incurred by the Trustee or by any officer, director, employee,
        shareholder or agent of the Trustee through negligence or bad
        faith.

       

      To
        secure
        the Company’s payment obligations in this Section, the Trustee shall have a lien
        prior to the Securities of any Series on all money or property held or collected
        by the Trustee, except that held in trust to pay principal of and interest
        on
        particular Securities of that Series.

       

      When
        the
        Trustee incurs expenses or renders services after an Event of Default specified
        in Section
        6.1(e) or (f)
        occurs,
        the expenses and the compensation for the services are intended to constitute
        expenses of administration under any Bankruptcy Law.

       

      The
        provisions of this Section shall survive the termination of this
        Indenture.

       

      SECTION
        7.8 Replacement
        of Trustee. 

       

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

       

      The
        Trustee may resign with respect to the Securities of one or more Series by
        so
        notifying the Company at least 30 days prior to the date of the proposed
        resignation. The Holders of a majority in principal amount of the Securities
        of
        any Series may remove the Trustee with respect to that Series by so notifying
        the Trustee and the Company. The Company may remove the Trustee with respect
        to
        Securities of one or more Series if:

       

      
        	 	
                (a)

              	
                the
                  Trustee fails to comply with Section
                  7.10;

              


      

       

      
        	 	
                (b)

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

              


      

       

      
        	 	
                (c)

              	
                a
                  Custodian or public officer takes charge of the Trustee or its
                  property;
                  or 

              


      

       

      
        	 	
                (d)

              	
                the
                  Trustee becomes incapable of
                  acting.

              


      

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


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

       

      If
        a
        successor Trustee with respect to the Securities of any one or more Series
        does
        not take office within 60 days after the retiring Trustee resigns or is removed,
        the retiring Trustee, the Company or the Holders of at least a majority in
        principal amount of the Securities of the applicable Series may petition
        any
        court of competent jurisdiction for the appointment of a successor
        Trustee.

       

      A
        successor Trustee shall deliver a written acceptance of its appointment to
        the
        retiring Trustee and to the Company. Immediately after that, the retiring
        Trustee shall transfer all property held by it as Trustee to the successor
        Trustee subject to the lien provided for in Section
        7.7,
        the
        resignation or removal of the retiring Trustee shall become effective, and
        the
        successor Trustee shall have all the rights, powers and duties of the Trustee
        with respect to each Series of Securities for which it is acting as Trustee
        under this Indenture. A successor Trustee shall mail a notice of its succession
        to each Securityholder of each such Series and, if any Bearer Securities
        are
        outstanding, publish such notice on one occasion in an Authorized Newspaper.
        Notwithstanding replacement of the Trustee pursuant to this Section
        7.8,
        the
        Company’s obligations under Section
        7.7
        hereof
        shall continue for the benefit of the retiring Trustee with respect to expenses
        and liabilities incurred by it prior to such replacement.

       

      SECTION
        7.9 Successor
        Trustee by Merger, Etc.

       

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

       

      SECTION
        7.10 Eligibility;
        Disqualification.

       

      This
        Indenture shall always have a Trustee who satisfies the requirements of TIA
        Section 310(a)(1), (2) and (5). The Trustee shall always have a combined
        capital
        and surplus of at least $25,000,000 as set forth in its most recent published
        annual report of condition. The Trustee shall comply with TIA Section
        310(b).

       

      SECTION
        7.11 Referential
        Collection of Claims Against Company. 

       

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

       

      ARTICLE
        VIII

       

      SATISFACTION
        AND DISCHARGE; DEFEASANCE

       

      SECTION
        8.1 Satisfaction
        and Discharge of Indenture.

       

      This
        Indenture shall upon Company Order cease to be of further effect (except
        as
        hereinafter provided in this Section
        8.1),
        and
        the Trustee, at the expense of the Company, shall execute proper instruments
        acknowledging satisfaction and discharge of this Indenture, when

       

      
        	 	
                (a)

              	
                either:

              


      

       

      
        	 	
                (i)

              	
                all
                  Securities theretofore authenticated and delivered (other than
                  Securities
                  that have been destroyed, lost or stolen and that have been replaced
                  or
                  paid) have been delivered to the Trustee for cancellation;
                  or

              


      

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      
        	 	
                (ii)

              	
                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 has irrevocably deposited
                  or
                  caused to be deposited with the Trustee as trust funds in trust
                  an amount
                  sufficient for the purpose of paying and discharging the entire
                  indebtedness on such Securities not theretofore delivered to the
                  Trustee
                  for cancellation, for principal and interest to the date of such
                  deposit
                  (in the case of Securities which have become due and payable on
                  or prior
                  to the date of such deposit) or to the Stated Maturity or redemption
                  date,
                  as the case may be;

              


      

       

      
        	 	
                (b)

              	
                the
                  Company has paid or caused to be paid all other sums payable hereunder
                  by
                  the Company; and

              


      

       

      
        	 	
                (c)

              	
                the
                  Company has delivered to the Trustee an Officers’ Certificate and an
                  Opinion of Counsel, each stating that all conditions precedent
                  herein
                  provided for relating to the satisfaction and discharge of this
                  Indenture
                  have been complied with.

              


      

       

      Notwithstanding
        the satisfaction and discharge of this Indenture, the obligations of the
        Company
        to the Trustee under Section
        7.7,
        and, if
        money shall have been deposited with the Trustee pursuant to clause (a) of
        this
        Section, the provisions of Sections
        2.4, 2.7, 2.8, 8.1, 8.2 and 8.5
        shall
        survive. 

       

      SECTION
        8.2 Application
        of Trust Funds; Indemnification.

       

      
        	 	
                (a)

              	
                Subject
                  to the provisions of Section
                  8.5,
                  all money deposited with the Trustee pursuant to Section
                  8.1,
                  all money and U.S. Government Obligations or Foreign Government
                  Obligations deposited with the Trustee pursuant to Section
                  8.3 or 8.4
                  and all money received by the Trustee in respect of U.S. Government
                  Obligations or Foreign Government Obligations deposited with the
                  Trustee
                  pursuant to Section
                  8.3 or 8.4,
                  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 (other than the Company acting
                  as its
                  own Paying Agent) as the Trustee may determine, to the persons
                  entitled
                  thereto, of the principal and interest for whose payment such money
                  has
                  been deposited with or received by the Trustee or to make mandatory
                  sinking fund payments or analogous payments as contemplated by
                  Sections
                  8.3 or 8.4.

              


      

       

      
        	 	
                (b)

              	
                The
                  Company shall pay and shall indemnify the Trustee against any tax,
                  fee or
                  other charge imposed on or assessed against U.S. Government Obligations
                  or
                  Foreign Government Obligations deposited pursuant to Sections
                  8.3 or 8.4
                  or
                  the interest and principal received in respect of such obligations
                  other
                  than any payable by or on behalf of
                  Holders.

              


      

       

      
        	 	
                (c)

              	
                The
                  Trustee shall deliver or pay to the Company from time to time upon
                  Company
                  Request any U.S. Government Obligations or Foreign Government Obligations
                  or money held by it as provided in Sections
                  8.3 or 8.4
                  which, in the opinion of a nationally recognized firm of independent
                  certified public accountants expressed in a written certification
                  thereof
                  delivered to the Trustee, are then in excess of the amount thereof
                  which
                  then would have been required to be deposited for the purpose for
                  which
                  such U.S. Government Obligations or Foreign Government Obligations
                  or
                  money were deposited or received. This provision shall not authorize
                  the
                  sale by the Trustee of any U.S. Government Obligations or Foreign
                  Government Obligations held under this
                  Indenture.

              


      

       

      SECTION
        8.3 Legal
        Defeasance of Securities of any Series.

       

      Unless
        this Section
        8.3
        is
        otherwise specified, pursuant to Section
        2.2.20,
        to be
        inapplicable to Securities of any Series, the Company shall be deemed to
        have
        paid and discharged the entire indebtedness on all the outstanding Securities
        of
        any Series on the 91st day after the date of the deposit referred to in
        subparagraph (d) hereof, and the provisions of this Indenture, as it relates
        to
        such outstanding Securities of such Series, shall no longer be in effect
        (and
        the Trustee, at the expense of the Company, shall, at Company Request, execute
        proper instruments acknowledging the same), except as to:

       


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (a)

              	
                the
                  rights of Holders of Securities of such Series to receive, from
                  the trust
                  funds described in subparagraph (d) hereof, (i) payment of the
                  principal
                  of and each installment of principal of and interest on the outstanding
                  Securities of such Series on the Stated Maturity of such principal
                  or
                  installment of principal or interest and (ii) the benefit of any
                  mandatory
                  sinking fund payments applicable to the Securities of such Series
                  on the
                  day on which such payments are due and payable in accordance with
                  the
                  terms of this Indenture and the Securities of such
                  Series;

              


      

       

      
        	 	
                (b)

              	
                the
                  provisions of Sections
                  2.4, 2.7, 2.8, 8.2, 8.3, and 8.5;
                  and

              


      

       

      
        	 	
                (c)

              	
                the
                  rights, powers, trust and immunities of the Trustee hereunder;
                  provided
                  that, the following conditions shall have been
                  satisfied:

              


      

       

      
        	 	
                (d)

              	
                the
                  Company shall have deposited or caused to be irrevocably deposited
                  (except
                  as provided in Section
                  8.2(c))
                  with the Trustee 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 such Securities, cash in
                  Dollars
                  and/or U.S. Government Obligations, which through the payment of
                  interest
                  and principal in respect thereof in accordance with their terms,
                  will
                  provide (and without reinvestment and assuming no tax liability
                  will be
                  imposed on such Trustee), not later than one day before the due
                  date of
                  any payment of money, an amount in cash, 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 each installment of principal of and interest, if any,
                  on and
                  any mandatory sinking fund payments in respect of all the Securities
                  of
                  such Series on the dates such installments of interest or principal
                  and
                  such sinking fund payments are due;

              


      

       

      
        	 	
                (e)

              	
                such
                  deposit will not result in a breach or violation of, or constitute
                  a
                  default under, this Indenture or any other agreement or instrument
                  to
                  which the Company is a party or by which it is bound;
                  

              


      

       

      
        	 	
                (f)

              	
                no
                  Default or Event of Default with respect to the Securities of such
                  Series
                  shall have occurred and be continuing on the date of such deposit
                  or
                  during the period ending on the 91st day after such
                  date;

              


      

       

      
        	 	
                (g)

              	
                the
                  Company shall have delivered to the Trustee an Officers’ Certificate and
                  an Opinion of Counsel to the effect that (i) the Company has received
                  from, or there has been published by, the Internal Revenue Service
                  a
                  ruling, or (ii) since the date of execution of this Indenture,
                  there has
                  been a change in the applicable Federal income tax law, in either
                  case to
                  the effect that, and based thereon such Opinion of Counsel shall
                  confirm
                  that, the Holders of the Securities of such Series will not recognize
                  income, gain or loss for Federal income tax purposes as a result
                  of such
                  deposit, defeasance and discharge and will be subject to Federal
                  income
                  tax on the same amounts and in the same manner and at the same
                  times as
                  would have been the case if such deposit, defeasance and discharge
                  had not
                  occurred;

              


      

       

      
        	 	
                (h)

              	
                the
                  Company shall have delivered to the Trustee an Officers’ Certificate
                  stating that the deposit was not made by the Company with the intent
                  of
                  preferring the Holders of the Securities of such Series over any
                  other
                  creditors of the Company or with the intent of defeating, hindering,
                  delaying or defrauding any other creditors of the Company;
                  and

              


      

       

      
        	 	
                (i)

              	
                the
                  Company shall have delivered to the Trustee an Officers’ Certificate and
                  an Opinion of Counsel, each stating that all conditions precedent
                  provided
                  for relating to the defeasance contemplated by this Section have
                  been
                  complied with.

              


      

       

      SECTION
        8.4 Covenant
        Defeasance.

       

      Unless
        this Section
        8.4
        is
        otherwise specified pursuant to Section
        2.2.20
        to be
        inapplicable to Securities of any Series, on and after the 91st day after
        the
        date of the deposit referred to in subparagraph (a) hereof, the Company may
        omit
        to comply with respect to the Securities of any Series with any term, provision
        or condition set forth under Sections
        4.2, 4.3, 4.4, 4.6, and 5.1
        as well
        as any additional covenants specified in a supplemental indenture for such
        Series of Securities or a Board Resolution or an Officers’ Certificate delivered
        pursuant to Section
        2.2.20
        (and the
        failure to comply with any such covenants shall not constitute a Default
        or
        Event of Default with respect to such Series under Section
        6.1)
        and the
        occurrence of any event specified in a supplemental indenture for such Series
        of
        Securities or a Board Resolution or an Officers’ Certificate delivered pursuant
        to Section
        2.2.18
        and
        designated as an Event of Default shall not constitute a Default or Event
        of
        Default hereunder, with respect to the Securities of such Series, provided
        that
        the following conditions shall have been satisfied:

       


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (a)

              	
                With
                  reference to this Section
                  8.4,
                  the Company has deposited or caused to be irrevocably deposited
                  (except as
                  provided in Section
                  8.2(c))
                  with the Trustee 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 such Securities, cash
                  in Dollars
                  and/or U.S. Government Obligations, which through the payment of
                  interest
                  and principal in respect thereof in accordance with their terms,
                  will
                  provide (and without reinvestment and assuming no tax liability
                  will be
                  imposed on such Trustee), not later than one day before the due
                  date of
                  any payment of money, an amount in cash, sufficient, in the opinion
                  of a
                  nationally recognized firm of independent certified public accountants
                  expressed in a written certification thereof delivered to the Trustee,
                  to
                  pay and discharge each installment of principal of and interest,
                  if any,
                  on and any mandatory sinking fund payments in respect of the Securities
                  of
                  such Series on the dates such installments of interest or principal
                  and
                  such sinking fund payments are due;

              


      

       

      
        	 	
                (b)

              	
                Such
                  deposit will not result in a breach or violation of, or constitute
                  a
                  default under, this Indenture or any other agreement or instrument
                  to
                  which the Company is a party or by which it is
                  bound;

              


      

       

      
        	 	
                (c)

              	
                No
                  Default or Event of Default with respect to the Securities of such
                  Series
                  shall have occurred and be continuing on the date of such deposit
                  or
                  during the period ending on the 91st day after such
                  date;

              


      

       

      
        	 	
                (d)

              	
                The
                  Company shall have delivered to the Trustee an Opinion of Counsel
                  to the
                  effect that 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 covenant defeasance and will be subject to federal
                  income tax
                  on the same amounts, in the same manner and at the same times as
                  would
                  have been the case if such deposit and covenant defeasance had
                  not
                  occurred; and

              


      

       

      
        	
              	(e)	
                The
                  Company shall have delivered to the Trustee an Officers’ Certificate and
                  an Opinion of Counsel, each stating that all conditions precedent
                  herein
                  provided for relating to the covenant defeasance contemplated by
                  this
                  Section have been complied with. 

              


      

       

      SECTION
        8.5 Repayment
        to Company.

       

      The
        Trustee and the Paying Agent shall pay to the Company upon request any money
        held by them for the payment of principal and interest that remains unclaimed
        for two years. After that, Securityholders entitled to the money must look
        to
        the Company for payment as general creditors unless an applicable abandoned
        property law designates another person.

       

      ARTICLE
        IX

       

      AMENDMENTS
        AND WAIVERS

       

      SECTION
        9.1 Without
        Consent of Holders.

       

      The
        Company and the Trustee may amend or supplement this Indenture or the Securities
        of one or more Series without the consent of any Securityholder:

       


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (a)

              	
                to
                  cure any ambiguity, defect or
                  inconsistency;

              


      

       

      
        	 	
                (b)

              	
                to
                  comply with Article
                  V;

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        	 	
                (d)

              	
                to
                  make any change that does not adversely affect the rights of any
                  Securityholder;

              


      

       

      
        	 	
                (e)

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

              


      

       

      
        	 	
                (f)

              	
                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;
                  or

              


      

       

      
        	 	
                (g)

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

              


      

       

      SECTION
        9.2 With
        Consent of Holders.

       

      The
        Company and the Trustee may enter into a supplemental indenture with the
        written
        consent of the Holders of at least a majority in principal amount of the
        outstanding Securities of each Series affected by such supplemental indenture
        (including consents obtained in connection with a tender offer or exchange
        offer
        for the Securities of such Series), for the purpose of adding any provisions
        to
        or changing in any manner or eliminating any of the provisions of this Indenture
        or of any supplemental indenture or of modifying in any manner the rights
        of the
        Securityholders of each such Series. Except as provided in Section
        6.13,
        the
        Holders of at least a majority in principal amount of the outstanding Securities
        of any Series by notice to the Trustee (including consents obtained in
        connection with a tender offer or exchange offer for the Securities of such
        Series) may waive compliance by the Company with any provision of this Indenture
        or the Securities with respect to such Series.

       

      It
        shall
        not be necessary for the consent of the Holders of Securities under this
        Section
        9.2
        to
        approve the particular form of any proposed supplemental indenture or waiver,
        but it shall be sufficient if such consent approves the substance thereof.
        After
        a supplemental indenture or waiver under this section becomes effective,
        the
        Company shall mail to the Holders of Securities affected thereby and, if
        any
        Bearer Securities affected thereby are outstanding, publish on one occasion
        in
        an Authorized Newspaper, a notice briefly describing the supplemental indenture
        or waiver. Any failure by the Company to mail or publish such notice, or
        any
        defect therein, shall not, however, in any way impair or affect the validity
        of
        any such supplemental indenture or waiver.

       

      SECTION
        9.3 Limitations.

       

      Without
        the consent of each Securityholder affected, an amendment or waiver may
        not:

       

      
        	 	
                (a)

              	
                reduce
                  the amount of Securities whose Holders must consent to an amendment,
                  supplement or waiver;

              


      

       

      
        	 	
                (b)

              	
                reduce
                  the rate of or extend the time for payment of interest (including
                  default
                  interest) on any Security; 

              


      

       

      
        	 	
                (c)

              	
                reduce
                  the principal or change the Stated Maturity of any Security or
                  reduce the
                  amount of, or postpone the date fixed for, the payment of any sinking
                  fund
                  or analogous obligation;

              


      

       

      
        	 	
                (d)

              	
                reduce
                  the principal amount of Discount Securities payable upon acceleration
                  of
                  the maturity thereof;

              


      

       


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                (e)

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

              


      

       

      
        	 	
                (f)

              	
                make
                  the principal of or interest, if any, on any Security payable in
                  any
                  currency other than that stated in the Security;
                  

              


      

       

      
        	 	
                (g)

              	
                adversely
                  affect the right of any Security;

              


      

       

      
        	 	
                (h)

              	
                make
                  any change in Sections
                  6.8, 6.13, or 9.3
                  (this sentence); or

              


      

       

      
        	 	
                (i)

              	
                waive
                  a redemption payment with respect to any
                  Security.

              


      

       

      SECTION
        9.4 Compliance
        With Trust Indenture Act.

       

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

       

      SECTION
        9.5 Revocation
        and Effect of Consents.

       

      Until
        an
        amendment is set forth in a supplemental indenture or a waiver becomes
        effective, a consent to it by a Holder of a Security is a continuing consent
        by
        the Holder and every subsequent Holder of a Security or portion of a Security
        that evidences the same debt as the consenting Holder’s Security, even if
        notation of the consent is not made on any Security. However, any such Holder
        or
        subsequent Holder may revoke the consent as to his Security or portion of
        a
        Security if the Trustee receives the notice of revocation before the date
        of the
        supplemental indenture or the date the waiver becomes effective.

       

      Any
        amendment or waiver once effective shall bind every Securityholder of each
        Series affected by such amendment or waiver unless it is of the type described
        in any of clauses (a) through (h) of Section
        9.3.
        In that
        case, the amendment or waiver shall bind each Holder of a Security who has
        consented to it and every subsequent Holder of a Security or portion of a
        Security that evidences the same debt as the consenting Holder’s
        Security.

       

      SECTION
        9.6 Notation
        on or Exchange of Securities.

       

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

       

      SECTION
        9.7 Trustee
        Protected.

       

      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
        7.1)
        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 shall sign all supplemental indentures, except that
        the
        Trustee need not sign any supplemental indenture that adversely affects its
        rights.

       

      ARTICLE
        X

       

      MISCELLANEOUS

       

      SECTION
        10.1 Trust
        Indenture Act Controls.

       

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

       


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      


       

      SECTION
        10.2 Notices.

       

      Any
        notice or communication by the Company or the Trustee to the other, or by
        a
        Holder to the Company or the Trustee, is duly given if in writing and delivered
        in person or mailed by first-class mail:

       

      if
        to the
        Company:

      


      James
        River Coal Company

      901
        E.
        Byrd Street, Suite 1600

      Richmond,
        Virginia 23219

      Attention:
        Peter T. Socha

      Telephone:
        (804) 780-3000

      Facsimile:
        (804) _______________

      


      if
        to the
        Trustee:

      


       

       

       

       

      Attention:

      Telephone:
        (_____) _______________

      Facsimile:
        (_____) _______________

      


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

       

      Any
        notice or communication to a Securityholder shall be mailed by first-class
        mail
        to his address shown on the register kept by the Registrar and, if any Bearer
        Securities are outstanding, published in an Authorized Newspaper. Failure
        to
        mail a notice or communication to a Securityholder of any Series or any defect
        in it shall not affect its sufficiency with respect to other Securityholders
        of
        that or any other Series.

       

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

       

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

       

      SECTION
        10.3 Communication
        by Holders with Other Holders.

       

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

       

      SECTION
        10.4 Certificate
        and Opinion as to Conditions Precedent.

       

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

       

      
        	 	
                (a)

              	
                an
                  Officers’ Certificate stating that, in the opinion of the signers, all
                  conditions precedent, if any, provided for in this Indenture relating
                  to
                  the proposed action have been complied with;
                  and

              


      

       

      
        	 	
                (b)

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

              


      

       


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      


       

      SECTION
        10.5 Statements
        Required in Certificate or Opinion.

       

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

       

      
        	 	
                (a)

              	
                a
                  statement that the person making such certificate or opinion has
                  read such
                  covenant or condition;

              


      

       

      
        	 	
                (b)

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

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        	 	
                (d)

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

              


      

       

      SECTION
        10.6 Rules
        by Trustee and Agents.

       

      The
        Trustee may make reasonable rules for action by or a meeting of Securityholders
        of one or more Series. Any Agent may make reasonable rules and set reasonable
        requirements for its functions.

       

      SECTION
        10.7 Legal
        Holidays.

       

      Unless
        otherwise provided by Board Resolution, Officers’ Certificate or supplemental
        indenture hereto for a particular Series, a “Legal
        Holiday”
is
        any
        day that is not a Business Day. If a payment date is a Legal Holiday at a
        place
        of payment, payment may be made at that place on the next succeeding day
        that is
        not a Legal Holiday, and no interest shall accrue for the intervening
        period.

       

      SECTION
        10.8 No
        Recourse Against Others.

       

      A
        director, officer, employee or stockholder, as such, of the Company shall
        not
        have any liability for any obligations of the Company under the Securities
        or
        the Indenture or for any claim based on, in respect of or by reason of such
        obligations or their creation. Each Securityholder by accepting a Security
        waives and releases all such liability. The waiver and release are part of
        the
        consideration for the issue of the Securities.

       

      SECTION
        10.9 Counterparts.

       

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

       

      SECTION
        10.10 Governing
        Laws.

       

      THIS
        INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
        NEW
        YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT
        REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

       

      SECTION
        10.11 No
        Adverse Interpretation of Other Agreements.

       

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

       


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      


       

      SECTION
        10.12 Successors.

       

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

       

      SECTION
        10.13 Severability.

       

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

       

      SECTION
        10.14 Table
        of Contents, Headings, Etc.

       

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

       

      ARTICLE
        XI

       

      SINKING
        FUNDS

       

      SECTION
        11.1 Applicability
        of Article.

       

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

       

      The
        minimum amount of any sinking fund payment provided for by the terms of the
        Securities of any Series is herein referred to as a “mandatory
        sinking fund payment”
and
        any
        other amount provided for by the terms of Securities of such 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
        11.2.
        Each
        sinking fund payment shall be applied to the redemption of Securities of
        any
        Series as provided for by the terms of the Securities of such Series.


       

      SECTION
        11.2 Satisfaction
        Of Sinking Fund Payments With Securities.

       

      The
        Company may, in satisfaction of all or any part of any sinking fund payment
        with
        respect to the Securities of any Series to be made pursuant to the terms
        of such
        Securities (1) deliver outstanding Securities of such Series to which such
        sinking fund payment is applicable (other than any of such Securities previously
        called for mandatory sinking fund redemption) and (2) apply as credit Securities
        of such Series to which such sinking fund payment is applicable and which
        have
        been repurchased by the Company or redeemed either at the election of the
        Company pursuant to the terms of such Series of Securities (except pursuant
        to
        any mandatory sinking fund) or through the application of permitted optional
        sinking fund payments or other optional redemptions pursuant to the terms
        of
        such Securities, provided that such Securities have not been previously so
        credited. Such Securities shall be received by the Trustee, together with
        an
        Officers’ Certificate with respect thereto, not later than 15 days prior to the
        date on which the Trustee begins the process of selecting Securities for
        redemption, and shall be credited for such purpose by the Trustee at the
        price
        specified in such Securities for redemption through operation of the sinking
        fund and the amount of such sinking fund payment shall be reduced accordingly.
        If as a result of the delivery or credit of Securities in lieu of cash payments
        pursuant to this Section
        11.2,
        the
        principal amount of Securities of such Series to be redeemed in order to
        exhaust
        the aforesaid cash payment shall be less than $100,000, the Trustee need
        not
        call Securities of such Series for redemption, except upon receipt of a Company
        Order that such action be taken, and such cash payment shall be held by the
        Trustee or a Paying Agent and applied to the next succeeding sinking fund
        payment, provided, however, that the Trustee or such Paying Agent shall from
        time to time upon receipt of a Company Order pay over and deliver to the
        Company
        any cash payment so being held by the Trustee or such Paying Agent upon delivery
        by the Company to the Trustee of Securities of that Series purchased by the
        Company having an unpaid principal amount equal to the cash payment required
        to
        be released to the Company.

       


      
        
          
          

        

        
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      SECTION
        11.3 Redemption
        Of Securities For Sinking Fund.

       

      Not
        less
        than 45 days (unless otherwise indicated in the Board Resolution, supplemental
        indenture or Officers’ Certificate in respect of a particular Series of
        Securities) prior to each sinking fund payment date for any Series of
        Securities, the Company will deliver to the Trustee an Officers’ Certificate
        specifying the amount of the next ensuing mandatory sinking fund payment
        for
        that Series pursuant to the terms of that Series, the portion thereof, if
        any,
        which is to be satisfied by payment of cash and the portion thereof, if any,
        which is to be satisfied by delivering and crediting of Securities of that
        Series pursuant to Section
        11.2,
        and the
        optional amount, if any, to be added in cash to the next ensuing mandatory
        sinking fund payment, and the Company shall thereupon be obligated to pay
        the
        amount therein specified. Not less than 30 days (unless otherwise indicated
        in
        the Board Resolution, Officers’ Certificate or supplemental indenture in respect
        of a particular Series of Securities) before each such sinking fund payment
        date
        the Trustee shall select the Securities to be redeemed upon such sinking
        fund
        payment date in the manner specified in Section
        3.2
        and
        cause notice of the redemption thereof to be given in the name of and at
        the
        expense of the Company in the manner provided in Section
        3.3.
        Such
        notice having been duly given, the redemption of such Securities shall be
        made
        upon the terms and in the manner stated in Sections
        3.4, 3.5 and 3.6.

       


      
        
          
          

        

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

       

       

      
        	 	
                JAMES
                  RIVER COAL COMPANY

                 

                By:______________________________

                      
                  Name:_________________________

                      
                  Its:___________________________

                 

                Attest:___________________________

                 

                [TRUSTEE]

                 

                
                  By:______________________________

                        
                    Name:_________________________

                        
                    Its:___________________________
 

                 

                Attest:____________________________

              


      

    

     

     

     

     

     

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