Unassociated Document


    Exhibit
      4.6

     

    FORM
      OF INDENTURE TO BE ENTERED INTO BETWEEN

    THE
      COMPANY AND A TRUSTEE TO BE NAMED

     

     

    REDWOOD
      TRUST, INC.

     

    
      

    

    INDENTURE

     

    Dated
      as
      of
              ,
      200

     

    
      
        

      

    

    [Name
      of
      Trustee]

     

    Trustee

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

     

    
      	 	
               

            	
              Page

            
	
               

            	
               

            	
               

            
	
              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

            	
              8

            
	
              Section
                2.5.

            	
              Paying
                Agent to Hold Money in Trust

            	
              8

            
	
              Section
                2.6.

            	
              Securityholder
                Lists

            	
              8

            
	
              Section
                2.7.

            	
              Transfer
                and Exchange

            	
              9

            
	
              Section
                2.8.

            	
              Mutilated,
                Destroyed, Lost and Stolen Securities

            	
              9

            
	
              Section
                2.9.

            	
              Outstanding
                Securities

            	
              10

            
	
              Section
                2.10.

            	
              Treasury
                Securities

            	
              10

            
	
              Section
                2.11.

            	
              Temporary
                Securities

            	
              10

            
	
              Section
                2.12.

            	
              Cancellation

            	
              10

            
	
              Section
                2.13.

            	
              Defaulted
                Interest

            	
              10

            
	
              Section
                2.14.

            	
              Global
                Securities

            	
              11

            
	
              Section
                2.15.

            	
              CUSIP
                Numbers

            	
              12

            
	
              ARTICLE
                III. REDEMPTION

            	
              12

            
	
              Section
                3.1.

            	
              Notice
                to Trustee

            	
              12

            
	
              Section
                3.2.

            	
              Selection
                of Securities to be Redeemed

            	
              12

            
	
              Section
                3.3.

            	
              Notice
                of Redemption

            	
              12

            
	
              Section
                3.4.

            	
              Effect
                of Notice of Redemption

            	
              13

            
	
              Section
                3.5.

            	
              Deposit
                of Redemption Price

            	
              13

            
	
              Section
                3.6.

            	
              Securities
                Redeemed in Part

            	
              13

            
	
              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

            	
              14

            
	
              Section
                4.5.

            	
              Corporate
                Existence

            	
              14

            
	
              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

            	
              15

            
	
              Section
                6.1.

            	
              Events
                of Default

            	
              15

            
	
              Section
                6.2.

            	
              Acceleration
                of Maturity; Rescission and Annulment

            	
              16

            
	
              Section
                6.3.

            	
              Collection
                of Indebtedness and Suits for Enforcement by Trustee

            	
              17

            
	
              Section
                6.4.

            	
              Trustee
                May File Proofs of Claim

            	
              17

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                6.5.

            	
              Trustee
                May Enforce Claims Without Possession of Securities

            	
              18

            
	
              Section
                6.6.

            	
              Application
                of Money Collected

            	
              18

            
	
              Section
                6.7.

            	
              Limitation
                on Suits

            	
              18

            
	
              Section
                6.8.

            	
              Unconditional
                Right of Holders to Receive Principal and Interest

            	
              19

            
	
              Section
                6.9.

            	
              Restoration
                of Rights and Remedies

            	
              19

            
	
              Section
                6.10.

            	
              Rights
                and Remedies Cumulative

            	
              19

            
	
              Section
                6.11.

            	
              Delay
                or Omission Not Waiver

            	
              19

            
	
              Section
                6.12.

            	
              Control
                by Holders

            	
              19

            
	
              Section
                6.13.

            	
              Waiver
                of Past Defaults

            	
              20

            
	
              Section
                6.14.

            	
              Undertaking
                for Costs

            	
              20

            
	
              ARTICLE
                VII. TRUSTEE

            	
              20

            
	
              Section
                7.1.

            	
              Duties
                of Trustee

            	
              20

            
	
              Section
                7.2.

            	
              Rights
                of Trustee

            	
              21

            
	
              Section
                7.3.

            	
              Individual
                Rights of Trustee

            	
              22

            
	
              Section
                7.4.

            	
              Trustee’s
                Disclaimer

            	
              22

            
	
              Section
                7.5.

            	
              Notice
                of Defaults

            	
              22

            
	
              Section
                7.6.

            	
              Reports
                by Trustee to Holders

            	
              22

            
	
              Section
                7.7.

            	
              Compensation
                and Indemnity

            	
              22

            
	
              Section
                7.8.

            	
              Replacement
                of Trustee

            	
              23

            
	
              Section
                7.9.

            	
              Successor
                Trustee by Merger, Etc.

            	
              23

            
	
              Section
                7.10.

            	
              Eligibility;
                Disqualification

            	
              24

            
	
              Section
                7.11.

            	
              Preferential
                Collection of Claims Against Company

            	
              24

            
	
              ARTICLE
                VIII. SATISFACTION AND DISCHARGE; DEFEASANCE

            	
              24

            
	
              Section
                8.1.

            	
              Satisfaction
                and Discharge of Indenture

            	
              24

            
	
              Section
                8.2.

            	
              Application
                of Trust Funds; Indemnification

            	
              25

            
	
              Section
                8.3.

            	
              Legal
                Defeasance of Securities of any Series

            	
              25

            
	
              Section
                8.4.

            	
              Covenant
                Defeasance

            	
              26

            
	
              Section
                8.5.

            	
              Repayment
                to Company

            	
              27

            
	
              Section
                8.6.

            	
              Reinstatement

            	
              27

            
	
              ARTICLE
                IX. AMENDMENTS AND WAIVERS

            	
              27

            
	
              Section
                9.1.

            	
              Without
                Consent of Holders

            	
              27

            
	
              Section
                9.2.

            	
              With
                Consent of Holders

            	
              28

            
	
              Section
                9.3.

            	
              Limitations

            	
              29

            
	
              Section
                9.4.

            	
              Compliance
                with Trust Indenture Act

            	
              29

            
	
              Section
                9.5.

            	
              Revocation
                and Effect of Consents

            	
              29

            
	
              Section
                9.6.

            	
              Notation
                on or Exchange of Securities

            	
              29

            
	
              Section
                9.7.

            	
              Trustee
                Protected

            	
              30

            
	
              ARTICLE
                X. MISCELLANEOUS

            	
              30

            
	
              Section
                10.1.

            	
              Trust
                Indenture Act Controls

            	
              30

            
	
              Section
                10.2.

            	
              Notices

            	
              30

            
	
              Section
                10.3.

            	
              Communication
                by Holders with Other Holders

            	
              30

            
	
              Section
                10.4.

            	
              Certificate
                and Opinion as to Conditions Precedent

            	
              31

            
	
              Section
                10.5.

            	
              Statements
                Required in Certificate or Opinion

            	
              31

            
	
              Section
                10.6.

            	
              Rules
                by Trustee and Agents

            	
              31

            
	
              Section
                10.7.

            	
              Legal
                Holidays

            	
              31

            
	
              Section
                10.8.

            	
              No
                Recourse Against Others

            	
              31

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                10.9.

            	
              Counterparts

            	
              32

            
	
              Section
                10.10.

            	
              Governing
                Laws

            	
              32

            
	
              Section
                10.11.

            	
              No
                Adverse Interpretation of Other Agreements

            	
              32

            
	
              Section
                10.12.

            	
              Successors

            	
              32

            
	
              Section
                10.13.

            	
              Severability

            	
              32

            
	
              Section
                10.14.

            	
              Table
                of Contents, Headings, Etc.

            	
              32

            
	
              Section
                10.15.

            	
              Securities
                in a Foreign Currency or in ECU

            	
              32

            
	
              Section
                10.16.

            	
              Judgment
                Currency

            	
              33

            
	
              ARTICLE
                XI. SINKING FUNDS

            	
              33

            
	
              Section
                11.1.

            	
              Applicability
                of Article

            	
              33

            
	
              Section
                11.2.

            	
              Satisfaction
                of Sinking Fund Payments with Securities

            	
              33

            
	
              Section
                11.3.

            	
              Redemption
                of Securities for Sinking Fund

            	
              34

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    REDWOOD
      TRUST, INC.

     

    Reconciliation and
      tie
      between Trust Indenture Act of 1939 and

    Indenture,
      dated as of
              ,
      200  

     

    
      	
              Section 310(a)(1)

            	
               

            	
               

            	
               

            	
              7.10

            
	
              (a)(2)

            	
               

            	
               

            	
               

            	
              7.10

            
	
              (a)(3)

            	
               

            	
               

            	
               

            	
              Not
                Applicable

            
	
              (a)(4)

            	
               

            	
               

            	
               

            	
              Not
                Applicable

            
	
              (a)(5)

            	
               

            	
               

            	
               

            	
              7.10

            
	
              (b)

            	
               

            	
               

            	
               

            	
              7.10

            
	
              Section 311(a)

            	
               

            	
               

            	
               

            	
              7.11

            
	
              (b)

            	
               

            	
               

            	
               

            	
              7.11

            
	
              (c)

            	
               

            	
               

            	
               

            	
              Not
                Applicable

            
	
              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)

            	
               

            	
               

            	
               

            	
              Not
                Applicable

            
	
              (c)(1)

            	
               

            	
               

            	
               

            	
              10.4

            
	
              (c)(2)

            	
               

            	
               

            	
               

            	
              10.4

            
	
              (c)(3)

            	
               

            	
               

            	
               

            	
              Not
                Applicable

            
	
              (d)

            	
               

            	
               

            	
               

            	
              Not
                Applicable

            
	
              (e)

            	
               

            	
               

            	
               

            	
              10.5

            
	
              (f)

            	
               

            	
               

            	
               

            	
              Not
                Applicable

            
	
              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

            
	
               

            	
               

            	
               

            	
               

            	
               

            


    

      

    
      

    

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    Indenture
      dated as of
                ,
      200    between Redwood Trust, Inc., a Maryland corporation
      (“Company”), and [Name of Trustee], a
                                 (“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 that 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 therein and
      that 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, Service Agent or authenticating
      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 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, New York or The
      City of San Francisco, California on which banking institutions are authorized
      or required by law, regulation or executive order to close.

     

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

     

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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Company
      Request” means a written request signed in the name of the Company by its
      Chairman of the Board, a 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.

     

    “Debt”
of
      any person as of any date means, without duplication, all indebtedness of such
      person in respect of borrowed money, including all interest, fees and expenses
      owed in respect thereto (whether or not the recourse of the lender is to the
      whole of the assets of such person or only to a portion thereof), or evidenced
      by bonds, notes, debentures or similar instruments.

     

    “Default”
      means any event that is, or after notice or passage of time 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”
      means the currency of The United States of America.

     

    “ECU”
      means the European Currency Unit as determined by the Commission of the European
      Union.

     

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

     

    “Foreign
      Currency” means any currency or currency unit issued by a government other than
      the government of The United States of America.

     

    “Foreign
      Government Obligations” means with respect to Securities of any Series that are
      denominated in a Foreign Currency, (i) direct obligations of the government
      that
      issued or caused to be issued such currency for the payment of which obligations
      its full faith and credit is pledged or (ii) obligations of a person controlled
      or supervised by or acting as an agency or instrumentality of such government
      the timely payment of which is unconditionally guaranteed as a full faith and
      credit obligation by such government, which, in either case under clauses (i)
      or
      (ii), are not callable or redeemable at the option of the issuer
      thereof.

     

    “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.

     

    “Indenture”
      means this Indenture as amended 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “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, notice
      of option to elect repayment or otherwise.

     

    “Officer”
      means the Chairman of the Board, any 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 with direct responsibility for the
      administration of the indenture 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.

     

    “Significant
      Subsidiary” means (i) any direct or indirect Subsidiary of the Company that
      would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of
      Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended,
      as such regulation is in effect on the date hereof, or (ii) any group of direct
      or indirect Subsidiaries of the Company that, taken together as a group, would
      be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation
      S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such
      regulation is in effect on the date 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 of which at least a majority
      of
      the outstanding stock having by the terms thereof ordinary voting power for
      the
      election of directors of such corporation (irrespective of whether or not at
      the
      time stock of any other class or classes of such corporation shall have or
      might
      have voting power by reason of the happening of any contingency) is at the
      time
      directly or indirectly owned by such person, or by one or more other
      Subsidiaries, or by such person and one or more other Subsidiaries.

     

    “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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    “U.S.
      Government Obligations” means securities that are (i) direct obligations of The
      United States of America for the payment of which its full faith and credit
      is
      pledged or (ii) obligations of a person controlled or supervised by and acting
      as an agency or instrumentality of The United States of America the payment
      of
      which is unconditionally guaranteed as a full faith and credit obligation by
      The
      United States of America, 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

            
	
              “Journal”

            	
               

            	
              10.15

            
	
              “Judgment
                Currency”

            	
               

            	
              10.16

            
	
              “Legal
                Holiday”

            	
               

            	
              10.7

            
	
              “mandatory
                sinking fund payment”

            	
               

            	
              11.1

            
	
              “Market
                Exchange Rate”

            	
               

            	
              10.15

            
	
              “New
                York Banking Day”

            	
               

            	
              10.16

            
	
              “optional
                sinking fund payment”

            	
               

            	
              11.1

            
	
              “Paying
                Agent”

            	
               

            	
              2.4

            
	
              “Registrar”

            	
               

            	
              2.4

            
	
              “Required
                Currency”

            	
               

            	
              10.16

            
	
              “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” 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 in a Board Resolution, a supplemental indenture or an Officers’
Certificate detailing the adoption of the terms thereof pursuant to the
      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 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 2.2.22) by a Board Resolution, a
      supplemental indenture or an Officers’ Certificate pursuant to authority granted
      under a Board Resolution:

     

    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, or 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 $2,000 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 currency of denomination of the Securities of the Series, which may be
      Dollars or any Foreign Currency, including, but not limited to, the ECU, and
      if
      such currency of denomination is a composite currency other than the ECU, the
      agency or organization, if any, responsible for overseeing such composite
      currency;

     

    2.2.14.    
      the designation of the currency, currencies or currency units in which payment
      of the principal of and interest, if any, on the Securities of the Series will
      be made;

     

    2.2.15.    
      if payments of principal of or interest, if any, on the Securities of the Series
      are to be made in one or more currencies or currency units other than that
      or
      those in which such Securities are denominated, the manner in which the exchange
      rate with respect to such payments will be determined;

     

    2.2.16.    
      the manner in which the amounts of payment of principal of or interest, if
      any,
      on the Securities of the Series will be determined, if such amounts may be
      determined by reference to an index based on a currency or currencies or by
      reference to a commodity, commodity index, stock exchange index or financial
      index;

     

    2.2.17.    
      the provisions, if any, relating to any security provided for the Securities
      of
      the Series;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    2.2.18.    
      if the holders of Securities of the Series may convert or exchange the
      Securities into or for securities of the Issuer or of other entities or other
      property, the period or periods within which, the rate or rates at which and
      the
      terms and conditions upon which Securities of the Series may be converted or
      exchanged, in whole or in part;

     

    2.2.19.    
      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;

     

    2.2.20.    
      any addition to or change in the covenants set forth in Articles IV or V which
      applies to Securities of the Series;

     

    2.2.21.    
      any other terms of the Securities of the Series (which terms shall not be
      inconsistent with the provisions of this Indenture, except as permitted by
      Section 9.1, but which may modify or delete any provision of this Indenture
      insofar as it applies to such Series); and

     

    2.2.22.    
      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 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.

     

    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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    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 lawfully be taken; 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.

     

    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.

     

    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 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) shall have no further liability for the
      money.  If the Company or a Subsidiary 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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    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.

     

    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 deliver 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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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 or an Affiliate of any
      thereof) 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
      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 or an
      Affiliate 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.

     

    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 shall destroy
      such canceled Securities (subject to the record retention requirement of the
      Exchange Act) and deliver a certificate of such destruction to the Company,
      unless the Company otherwise directs.  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 30 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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    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 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.

     

    2.14.3.    
      Legend. 
      Unless otherwise provided pursuant to Section 2.2, 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,
      premium, if any, 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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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 $2,000.  Securities of the
      Series and portions of them it selects shall be in amounts of $2,000 or whole
      multiples of $2,000 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.

     

    Section
      3.3.           
Notice
      of Redemption.

     

    Unless
      otherwise indicated for a particular Series by a 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; and

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (f)           
      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.

     

    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.

     

    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).

     

    Section
      4.3.           
Compliance
      Certificate.

     

    The
      Company shall deliver to the Trustee, within 90 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 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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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
      corporate, partnership or other existence of each Significant Subsidiary in
      accordance with the respective organizational documents of each Significant
      Subsidiary and the rights (charter and statutory), licenses and franchises
      of
      the Company and its Significant Subsidiaries; provided,
      however,
      that
      the Company shall not be required to preserve any such right, license or
      franchise, or the corporate, partnership or other existence of any Significant
      Subsidiary, 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.

     

    Section
      4.6.           
Taxes.

     

    The
      Company shall, and shall cause each of its Significant Subsidiaries to, 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 into, or convey, transfer or lease
      all or substantially all of its properties and assets to, any person (a
“successor person”), and may not permit any person to merge into, or convey,
      transfer or lease its properties and assets  substantially as an entirety
      to, the Company, unless:

     

    (a)          
      the successor person (if any) is a corporation, partnership, trust or other
      entity 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 such 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, lease, conveyance or other
      disposition shall not be released from the obligation to pay the principal
      of
      and interest, if any, on the Securities.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

     

    (c)          
      default in the deposit of any sinking fund payment, within 30 days when and
      as
      due in respect of any Security of that Series; or

     

    (d)          
      default in the performance or breach of any covenant or warranty of the Company
      in this Indenture (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 90 days after there
      has
      been given, by registered or certified mail, to the Company by the Trustee
      or to
      the Company and the Trustee by the Holders of at least 25% in principal amount
      of the outstanding Securities of that Series a written notice specifying such
      default or breach and requiring it to be remedied and stating that such notice
      is a “Notice of Default” hereunder; or

     

    (e)          
      the Company or any of its Significant Subsidiaries 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 or any of its Significant Subsidiaries in
      an
      involuntary case,

     

    (ii)          
      appoints a Custodian of the Company or any of its Significant Subsidiaries
      or
      for all or substantially all of its property, or

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (iii)         
      orders the liquidation of the Company or any of its Significant
      Subsidiaries,

     

    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 2.2.19.

     

    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 25% 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.

     

    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:

     

    (a)          
      the Company has paid or deposited with the Trustee a sum sufficient to
      pay 

     

    (i)           
      all overdue interest, if any, on all Securities of that Series,

     

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

     

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

     

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

     

    and

     

    (b)          
      all Events of Default with respect to Securities of that Series, other than
      the
      non-payment of the principal of Securities of that Series which have become
      due
      solely by such declaration of acceleration, have been cured or waived as
      provided in Section 6.13.

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    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 or
      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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    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 not less than 25% in principal amount of the outstanding
      Securities of that Series shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name as
      Trustee hereunder;

     

    (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

     

    (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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    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 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

     

    (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.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Section
      6.13.          Waiver
      of Past Defaults.

     

    Subject
      to Section 6.2, 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 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).  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.

     

    (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.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (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 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 and immunities 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 or an Opinion of Counsel.  The Trustee shall not be liable for
      any action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.

     

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

     

    (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 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.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    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 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.

     

    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 reasonable compensation
      for
      its services.  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 the Trustee (including the cost of defending itself)
      against any loss, liability or expense 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 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 and interest on
      particular Securities of that Series.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    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.

     


      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.  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.

     

    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 10% in principal
      amount of the Securities of the applicable Series may petition any court of
      competent jurisdiction for the appointment of a successor Trustee.

     

    If
      the
      Trustee with respect to the Securities of any one or more Series fails to comply
      with Section 7.10, any Securityholder of the applicable Series may petition
      any
      court of competent jurisdiction for the removal of the Trustee and 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.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    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.          Preferential
      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

     

    (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, or

     

    (4)          
      are deemed paid and discharged pursuant to Section 8.3, as
      applicable;

     

    and
      the
      Company, in the case of (1), (2) or (3) above, has deposited or caused to be
      deposited with the Trustee as trust funds in trust 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.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    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 (including 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 2.2.21 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
      such 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:

     

    (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 deposited irrevocably 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 (i) in the case of Securities of
      such
      Series denominated in Dollars, cash in Dollars (or such other money or
      currencies as shall then be legal tender in the United States) and/or U.S.
      Government Obligations, or (ii) in the case of Securities of such Series
      denominated in a Foreign Currency (other than a composite currency), money
      and/or Foreign 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
      (including mandatory sinking fund or analogous payments) of and interest, if
      any, on all the Securities of such Series on the dates such installments of
      interest or principal are due;

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (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 amount 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;

     

    (i)           
      such deposit shall not result in the trust arising from such deposit
      constituting an investment company (as defined in the Investment Company Act
      of
      1940, as amended), or such trust shall be qualified under such Act or exempt
      from regulation thereunder; and

     

    (j)           
      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 2.2.21 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 any term, provision or condition set forth under Sections 4.2,
      4.3, 4.4, 4.5, 4.6, and 5.1 as well as any additional covenants contained in
      a
      supplemental indenture hereto for a particular Series of Securities or a Board
      Resolution or an Officers’ Certificate delivered pursuant to Section 2.2.21 (and
      the failure to comply with any such covenants shall not constitute a Default
      or
      Event of Default under Section 6.1) and the occurrence of any event described
      in
      clause (e) of Section 6.1 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:

     

    (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, specifically pledged as security for, and dedicated solely
      to, the benefit of the Holders of such Securities (i) in the case of Securities
      of such Series denominated in Dollars, cash in Dollars (or such other money
      or
      currencies as shall then be legal tender in the United States) and/or U.S.
      Government Obligations, or (ii) in the case of Securities of such Series
      denominated in a Foreign Currency (other than a composite currency), money
      and/or Foreign 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 principal and interest, if any, on
      and
      any mandatory sinking fund in respect of the Securities of such Series on the
      dates such installments of interest or principal are due;

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (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 confirming
      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 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
      defeasance had not occurred;

     

    (e)          
      the Company shall have delivered to the Trustee an Officers’ Certificate stating
      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

     

    (f)           
      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 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.

     

    Section
      8.6.           
Reinstatement.

     

    If
      the
      Trustee or Paying Agent is unable to apply any money or U.S. Government
      Obligations in accordance with Sections 8.1, 8.3 or 8.4, as the case may be,
      by
      reason of any legal proceeding or by reason of any order or judgment of any
      court or governmental authority enjoining, restraining or otherwise prohibiting
      such application, the Company’s obligations under this Indenture and the
      Securities shall be revived and reinstated as though no deposit had occurred
      pursuant to Section 8.1, 8.3 or 8.4, as the case may be, until such time as
      the
      Trustee or Paying Agent is permitted to apply all such money or U.S. Government
      Obligations in accordance with Section 8.1, 8.3 or 8.4, as the case may be;
      provided,
      however,
      that if
      the Company makes any payment of principal of, premium, if any, or interest
      on
      any Securities because of reinstatement of its obligations, the Company shall
      be
      subrogated to the rights of the holders of such Securities to receive such
      payment from the money or U.S. Government Obligations held by the Trustee or
      Paying Agent.

     

    ARTICLE
      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:

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (c)          
      to provide for the assumption of our obligations to holders of any debt security
      in the case of a merger or consolidation or sale of all or substantially all
      of
      our assets;

     

    (d)          
      to make any change that would provide any additional rights or benefits to
      the
      holders of Securities or that does not adversely affect the legal rights under
      the Indenture of any such holder;

     

    (e)          
      to comply with requirements of the SEC in order to effect or maintain the
      qualification of an indenture under the Trust Indenture Act;

     

    (f)           
      to conform the text of the Indenture to any provision of the Description of
      Debt
      Securities to the extent that such provision in the Description of Debt
      Securities was intended to be a verbatim recitation of a provision of the
      Indenture;

     

    (g)          
      to provide for the issuance of additional Securities in accordance with the
      limitations set forth in the Indenture as of the date of the
      Indenture;

     

    (h)          
      to allow any guarantor to execute a supplemental indenture with respect to
      debt
      securities and to release guarantors in accordance with the terms of the
      Indenture;

     

    (i)           
      to add additional obligors under the Indenture and the Securities;
      or

     

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

     

    The
      consent of holders is not necessary under the Indenture to approve the
      particular form of any
      proposed amendment. It is sufficient if such consent approves the substance
      of
      the proposed amendment.

     

    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 each Series affected by such waiver 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.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Section
      9.3.           
Limitations.

     

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

     

    (a)          
      change 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;

     

    (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)          
      make any change in Sections 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16;
      or

     

    (h)          
      waive a redemption payment with respect to any Security or change any of the
      provisions with respect to the redemption of any Securities.

     

    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 or waiver becomes effective, a consent to it by a Holder of a Security
      is a continuing consent by the Holder and every subsequent Holder of a Security
      or portion of a Security that evidences the same debt as the consenting Holder’s
      Security, even if notation of the consent is not made on any Security. 
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 the amendment or 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 (g) 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.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    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.

     

    Section
      10.2.          Notices.

     

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

     

    if
      to the
      Company:

     

    Redwood
      Trust, Inc.

    One
      Belvedere Place, Suite 300

    Mill
      Valley, CA  94941


      Attention:
        Chief Financial Officer


    Telephone:
      (415) 389-7373

    Facsimile:
      (415) 381-1773

     

    if
      to the
      Trustee:

     

    [Name
      of
      Trustee]

    [Address]                                              

                                                  

    Attention:
                                   

     

    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).

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    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.

     

    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 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.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    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.  Any such indenture, loan or debt agreement
      may not be used to interpret this Indenture.

     

    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.

     

    Section
      10.15.        Securities
      in a Foreign Currency or in ECU.

     

    Unless
      otherwise specified in a Board Resolution, a supplemental indenture hereto
      or an
      Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with
      respect to a particular Series of Securities, whenever for purposes of this
      Indenture any action may be taken by the Holders of a specified percentage
      in
      aggregate principal amount of Securities of all Series or all Series affected
      by
      a particular action at the time outstanding and, at such time, there are
      outstanding Securities of any Series which are denominated in a coin or currency
      other than Dollars (including ECUs), then the principal amount of Securities
      of
      such Series which shall be deemed to be outstanding for the purpose of taking
      such action shall be that amount of Dollars that could be obtained for such
      amount at the Market Exchange Rate at such time.  For purposes of this
      Section 10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in
      New York City for cable transfers of that currency as published by the Federal
      Reserve Bank of New York; provided,
      however,
      in the
      case of ECUs, Market Exchange Rate shall mean the rate of exchange determined
      by
      the Commission of the European Union (or any successor thereto) as published
      in
      the Official Journal of the European Union (such publication or any successor
      publication, the “Journal”).  If such Market Exchange Rate is not available
      for any reason with respect to such currency, the Trustee shall use, in its
      sole
      discretion and without liability on its part, such quotation of the Federal
      Reserve Bank of New York or, in the case of ECUs, the rate of exchange as
      published in the Journal, as of the most recent available date, or quotations
      or, in the case of ECUs, rates of exchange from one or more major banks in
      The
      City of New York or in the country of issue of the currency in question or,
      in
      the case of ECUs, in Luxembourg or such other quotations or, in the case of
      ECUs, rates of exchange as the Trustee, upon consultation with the Company,
      shall deem appropriate.  The provisions of this paragraph shall apply in
      determining the equivalent principal amount in respect of Securities of a Series
      denominated in currency other than Dollars in connection with any action taken
      by Holders of Securities pursuant to the terms of this Indenture.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      10.16.        Judgment
      Currency.

     

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

     

    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 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.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Section
      11.3.          Redemption
      of Securities for Sinking Fund.

     

    Not
      less
      than 45 days (unless otherwise indicated in the Board Resolution, supplemental
      indenture hereto 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.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
               

            	
              REDWOOD
                TRUST, INC.

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
              Name:

            
	
               

            	
               

            	
              Its:

            
	
               

            	
               

            	
               

            
	
               

            	
              [Name
                of Trustee]

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
               

            
	
               

            	
               

            	
              Name:

            
	
               

            	
               

            	
              Its:

            


    

     

    
      
        
        

      

      
        35