ens_exh4-2.htm


     

    Exhibit
      4.2


     
      
        

        

      

       

    

     

    


     

     

    ENERSYS

     

     

    ----------

     

     

    INDENTURE


     

     

    Dated
      as of

     

     

    _________
      __, ____


     

     

    ----------

     

    DEBT
      SECURITIES

     

    _____________________

     

     

    WILMINGTON
      TRUST COMPANY

     

     

     

    Trustee

     

    


     

     

    
      

      

    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              TABLE
                OF CONTENTS*

            	 
	 	 	 
	 	 	
              PAGE

            
	 	 	 
	
              ARTICLE
                I

            
	 	 	 
	
              DEFINITIONS

            
	 	 	 
	
              Section
                1.01

            	
              Definitions.

            	
              1

            
	 	 	 
	
              ARTICLE
                II

            
	 	 	 
	
              FORMS
                OF SECURITIES

            
	 	 	 
	
              Section
                2.01

            	
              Terms
                of the Securities

            	
              11

            
	
              Section
                2.02

            	
              Form
                of Trustee’s Certificate of Authentication

            	
              11

            
	
              Section
                2.03

            	
              Form
                of Trustee’s Certificate of Authentication by an Authenticating
                Agent

            	
              12

            
	 	 	 
	
              ARTICLE
                III

            
	 	 	 
	
              THE
                DEBT SECURITIES

            
	 	 	 
	
              Section
                3.01

            	
              Amount
                Unlimited; Issuable in Series

            	
              13

            
	
              Section
                3.02

            	
              Denominations

            	
              15

            
	
              Section
                3.03

            	
              Execution,
                Authentication, Delivery and Dating

            	
              15

            
	
              Section
                3.04

            	
              Temporary
                Securities

            	
              17

            
	
              Section
                3.05

            	
              Registrar
                and Paying Agent

            	
              18

            
	
              Section
                3.06

            	
              Transfer
                and Exchange

            	
              18

            
	
              Section
                3.07

            	
              Mutilated,
                Destroyed, Lost and Stolen Securities

            	
              22

            
	
              Section
                3.08

            	
              Payment
                of Interest; Interest Rights Preserved

            	
              23

            
	
              Section
                3.09

            	
              Cancellation

            	
              24

            
	
              Section
                3.10

            	
              Computation
                of Interest

            	
              24

            
	
              Section
                3.11

            	
              Currency
                of Payments in Respect of Securities

            	
              25

            
	
              Section
                3.12

            	
              Judgments

            	
              25

            
	
              Section
                3.13

            	
              CUSIP
                Numbers

            	
              26

            
	 	 	 
	
              ARTICLE
                IV

            
	 	 	 
	
              REDEMPTION
                OF SECURITIES

            
	 	 	 
	
              Section
                4.01

            	
              Applicability
                of Right of Redemption

            	
              26

            


    

    


    

      
        

      

    

      
      *              
        The Table of Contents is not a part of the
        Indenture.

    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                4.02

            	
              Selection
                of Securities to be Redeemed

            	
              26

            
	
              Section
                4.03

            	
              Notice
                of Redemption

            	
              27

            
	
              Section
                4.04

            	
              Deposit
                of Redemption Price

            	
              27

            
	
              Section
                4.05

            	
              Securities
                Payable on Redemption Date

            	
              27

            
	
              Section
                4.06

            	
              Securities
                Redeemed in Part

            	
              28

            
	 	 	 
	
              ARTICLE
                V

            
	 	 	 
	
              SINKING
                FUNDS

            
	 	 	 
	
              Section
                5.01

            	
              Applicability
                of Sinking Fund

            	
              28

            
	
              Section
                5.02

            	
              Mandatory
                Sinking Fund Obligation

            	
              28

            
	
              Section
                5.03

            	
              Optional
                Redemption at Sinking Fund Redemption Price

            	
              29

            
	
              Section
                5.04

            	
              Application
                of Sinking Fund Payment

            	
              29

            
	 	 	 
	
              ARTICLE
                VI

            
	 	 	 
	
              PARTICULAR
                COVENANTS OF THE COMPANY

            
	 	 	 
	
              Section
                6.01

            	
              Payments
                of Securities

            	
              30

            
	
              Section
                6.02

            	
              Paying
                Agent

            	
              30

            
	
              Section
                6.03

            	
              To
                Hold Payment in Trust

            	
              31

            
	
              Section
                6.04

            	
              Merger,
                Consolidation and Sale of Assets

            	
              32

            
	
              Section
                6.05

            	
              Compliance
                Certificate

            	
              33

            
	
              Section
                6.06

            	
              Conditional
                Waiver by Holders of Securities

            	
              33

            
	
              Section
                6.07

            	
              Statement
                by Officers as to Default

            	
              34

            
	 	 	 
	
              ARTICLE
                VII

            
	 	 	 
	
              REMEDIES
                OF TRUSTEE AND SECURITYHOLDERS

            
	 	 	 
	
              Section
                7.01

            	
              Events
                of Default

            	
              34

            
	
              Section
                7.02

            	
              Acceleration;
                Recission and Annulment

            	
              35

            
	
              Section
                7.03

            	
              Other
                Remedies

            	
              37

            
	
              Section
                7.04

            	
              Trustee
                as Attorney-in-Fact

            	
              38

            
	
              Section
                7.05

            	
              Priorities

            	
              38

            
	
              Section
                7.06

            	
              Control
                by Securityholders; Waiver of Past Defaults

            	
              39

            
	
              Section
                7.07

            	
              Limitation
                on Suits

            	
              39

            
	
              Section
                7.08

            	
              Undertaking
                for Costs

            	
              40

            
	
              Section
                7.09

            	
              Remedies
                Cumulative

            	
              40

            
	 	 	 
	
              ARTICLE
                VIII

            
	 	 	 
	
              CONCERNING
                THE SECURITYHOLDERS

            
	 	 	 
	
              Section
                8.01

            	
              Evidence
                of Action of Securityholders

            	
              41

            
	
              Section
                8.02

            	
              Proof
                of Execution or Holding of Securities

            	
              41

            
	
              Section
                8.03

            	
              Persons
                Deemed Owners

            	
              42

            


    

    



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                8.04

            	
              Effect
                of Consents

            	
              42

            
	 	 	 
	
              ARTICLE
                IX

            
	 	 	 
	
              SECURITYHOLDERS’
                MEETINGS

            
	 	 	 
	
              Section
                9.01

            	
              Purposes
                of Meetings

            	
              42

            
	
              Section
                9.02

            	
              Call
                of Meetings by Trustee

            	
              43

            
	
              Section
                9.03

            	
              Call
                of Meetings by Company or Securityholders

            	
              43

            
	
              Section
                9.04

            	
              Qualifications
                for Voting

            	
              43

            
	
              Section
                9.05

            	
              Regulation
                of Meetings

            	
              43

            
	
              Section
                9.06

            	
              Voting

            	
              44

            
	
              Section
                9.07

            	
              No
                Delay of Rights by Meeting

            	
              44

            
	 	 	 
	
              ARTICLE
                X

            
	 	 	 
	
              REPORTS
                BY THE COMPANY AND THE TRUSTEE AND

            
	
              SECURITYHOLDERS’
                LISTS

            
	 	 	 
	
              Section
                10.01

            	
              Reports
                by Trustee

            	
              45

            
	
              Section
                10.02

            	
              Reports
                by the Company

            	
              45

            
	
              Section
                10.03

            	
              Securityholders’
                Lists

            	
              45

            
	 	 	 
	
              ARTICLE
                XI

            
	 	 	 
	
              CONCERNING
                THE TRUSTEE

            
	 	 	 
	
              Section
                11.01

            	
              Rights
                of Trustees; Compensation and Indemnity

            	
              46

            
	
              Section
                11.02

            	
              Duties
                of Trustee

            	
              48

            
	
              Section
                11.03

            	
              Notice
                of Defaults

            	
              50

            
	
              Section
                11.04

            	
              Eligibility;
                Disqualification

            	
              50

            
	
              Section
                11.05

            	
              Registration
                and Notice; Removal

            	
              50

            
	
              Section
                11.06

            	
              Successor
                Trustee by Appointment

            	
              51

            
	
              Section
                11.07

            	
              Successor
                Trustee by Merger

            	
              53

            
	
              Section
                11.08

            	
              Right
                to Rely on Officer’s Certificate

            	
              53

            
	
              Section
                11.09

            	
              Appointment
                of Authenticating Agent

            	
              53

            
	
              Section
                11.10

            	
              Communications
                by Securityholders with Other Securityholders

            	
              54

            
	 	 	 
	
              ARTICLE
                XII

            
	 	 	 
	
              SATISFACTION
                AND DISCHARGE; DEFEASANCE

            
	 	 	 
	
              Section
                12.01

            	
              Applicability
                of Article

            	
              54

            
	
              Section
                12.02

            	
              Satisfaction
                and Discharge of Indenture

            	
              55

            
	
              Section
                12.03

            	
              Defeasance
                upon Deposit of Moneys or U.S Government Obligations

            	
              56

            
	
              Section
                12.04

            	
              Repayment
                to Company

            	
              57

            
	
              Section
                12.05

            	
              Indemnity
                for U.S. Government Obligations

            	
              57

            
	
              Section
                12.06

            	
              Deposits
                to Be Held in Escrow

            	
              57

            


    

    



    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                12.07

            	
              Application
                of Trust Money

            	
              58

            
	
              Section
                12.08

            	
              Deposits
                of Non-U.S. Currencies

            	
              58

            
	 	 	 
	
              ARTICLE
                XIII

            
	 	 	 
	
              IMMUNITY
                OF CERTAIN PERSONS

            
	 	 	 
	
              Section
                13.01

            	
              No
                Personal Liability

            	
              59

            
	 	 	 
	
              ARTICLE
                XIV

            
	 	 	 
	
              SUPPLEMENTAL
                INDENTURES

            
	 	 	 
	
              Section
                14.01

            	
              Without
                Consent of Securityholders

            	
              59

            
	
              Section
                14.02

            	
              With
                Consent of Securityholders; Limitations

            	
              61

            
	
              Section
                14.03

            	
              Trustee
                Protected

            	
              62

            
	
              Section
                14.04

            	
              Effect
                of Execution of Supplemental Indenture

            	
              62

            
	
              Section
                14.05

            	
              Notation
                on or Exchange of Securities

            	
              63

            
	
              Section
                14.06

            	
              Conformity
                with TIA

            	
              63

            
	 	 	 
	
              ARTICLE
                XV

            
	 	 	 
	
              SUBORDINATION
                OF SECURITIES

            
	 	 	 
	
              Section
                15.01

            	
              Agreement
                to Subordinate

            	
              63

            
	
              Section
                15.02

            	
              Distribution
                on Dissolution, Liquidation and Reorganization; Subrogation of
                Securities

            	
              63

            
	
              Section
                15.03

            	
              No
                Payment on Securities in Event of Default on Senior
                Indebtedness

            	
              65

            
	
              Section
                15.04

            	
              Payments
                on Securities Permitted

            	
              65

            
	
              Section
                15.05

            	
              Authorization
                of Securityholders to Trustee to Effect Subordination

            	
              66

            
	
              Section
                15.06

            	
              Notices
                to Trustee

            	
              66

            
	
              Section
                15.07

            	
              Trustee
                as Holder of Senior Indebtedness

            	
              66

            
	
              Section
                15.08

            	
              Modifications
                of Terms of Senior Indebtedness

            	
              67

            
	
              Section
                15.09

            	
              Reliance
                on Judicial Order or Certificate of Liquidating Agent

            	
              67

            
	
              Section
                15.10

            	
              Satisfaction
                and Discharge; Defeasance and Covenant Defeasance

            	
              67

            
	
              Section
                15.11

            	
              Trustee
                Not Fiduciary for Holders of Senior Indebtedness

            	
              67

            
	 	 	 
	
              ARTICLE
                XVI

            
	 	 	 
	
              MISCELLANEOUS
                PROVISIONS

            
	 	 	 
	
              Section
                16.01

            	
              Certificates
                and Opinions as to Conditions Precedent

            	
              68

            
	
              Section
                16.02

            	
              Trust
                Indenture Act Controls

            	
              69

            
	
              Section
                16.03

            	
              Notices
                to the Company and Trustee

            	
              69

            
	
              Section
                16.04

            	
              Notices
                to Securityholders; Waiver

            	
              69

            
	
              Section
                16.05

            	
              Legal
                Holiday

            	
              70

            
	
              Section
                16.06

            	
              Effects
                of Headings and Table of Contents

            	
              70

            
	
              Section
                16.07

            	
              Successors
                and Assigns

            	
              70

            


    

    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                16.08

            	
              Separability
                Clause

            	
              70

            
	
              Section
                16.09

            	
              Benefits
                of Indenture

            	
              70

            
	
              Section
                16.10

            	
              Counterparts
                Originals

            	
              70

            
	
              Section
                16.11

            	
              Governing
                Law; Waiver of Trial by Jury

            	
              70

            


    

    


    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    INDENTURE
      dated as of _________ __, ____, among EnerSys, a Delaware corporation (the
      “Company”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
      trustee (the “Trustee”).

     

     

    WITNESSETH:

     

    WHEREAS,
      the Company has duly authorized the execution and delivery of this Indenture
      to
      provide for the issuance of unsecured debentures, notes, bonds or other
      evidences of indebtedness (the “Securities”) in an unlimited aggregate principal
      amount to be issued from time to time in one or more series as provided in
      this
      Indenture; and

     

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

     

    NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:

     

    That,
      in consideration of the premises and the purchase of the Securities by the
      Holders thereof for the equal and proportionate benefit of all of the present
      and future Holders of the Securities, each party agrees and covenants as
      follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

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

     

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

     

    (b)           all
      terms used herein without definition which are defined in the Trust Indenture
      Act, either directly or by reference therein, have the meanings assigned to
      them
      therein; and

     

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

     

    (d)           References
      to “Article” or “Section” or other subdivision herein are references to an
      Article, Section or other subdivision of the Indenture, unless the context
      otherwise requires.

     

    Section
      1.01            Definitions.

    


    (a)         Unless
      otherwise defined in this Indenture or the context otherwise requires, all
      terms
      used herein shall have the meanings assigned to them in the Trust Indenture
      Act.

     

    (b)         Unless
      the context otherwise requires, the terms defined in this Section 1.01(b) shall
      for all purposes of this Indenture have the meanings hereinafter set forth,
      the
following
      definitions to be equally applicable to both the singular and the plural forms
      of any of the terms herein defined:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Affiliate:

     

    The
      term “Affiliate,” with respect to any specified Person shall mean any other
      Person directly or indirectly controlling or controlled by or under direct
      or
      indirect common control with such specified Person.  For the purposes
      of this definition, “control” when used with respect to any specified Person
      means the power to direct the management and policies of such Person, directly
      or indirectly, whether through the ownership of voting securities, by contract
      or otherwise; and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing.

     

    Authenticating
      Agent:

     

    The
      term “Authenticating Agent” shall have the meaning assigned to it in Section
      11.09.

     

    Board
      of Directors:

     

    The
      term “Board of Directors” shall mean either the board of directors of the
      Company  or the executive or any other committee of that board duly
      authorized to act in respect hereof.

     

    Board
      Resolution:

     

    The
      term “Board Resolution” shall mean a copy of a resolution or resolutions
      certified by the Secretary or an Assistant Secretary of the Company to have
      been
      duly adopted by the Board of Directors (or by a committee of the Board of
      Directors to the extent that any such other committee has been authorized by
      the
      Board of Directors to establish or approve the matters contemplated) and to
      be
      in full force and effect on the date of such certification and delivered to
      the
      Trustee.

     

    Business
      Day:

     

    The
      term “Business Day,” when used with respect to any Place of Payment or any other
      particular location referred to in this Indenture or in the Securities, shall
      mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
      on
      which banking institutions in that Place of Payment or other location are
      authorized or obligated by law or executive order to close.

     

    Capital
      Stock:

     

    The
      term “Capital Stock” shall mean:

     

    (a)         in
      the case of a corporation, corporate stock;

     

    (b)         in
      the case of an association or business entity, any and all shares, interests,
      participations, rights or other equivalents (however designated) of corporate
      stock;

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    (c)         in
      the case of a partnership or limited liability company, partnership interests
      (whether general or limited) or membership interests; and

     

    (d)         any
      other interest or participation that confers on a Person the right to receive
      a
      share of the profits and losses of, or distributions of assets of, the issuing
      Person, but excluding from all of the foregoing any debt securities convertible
      into Capital Stock, whether or not such debt securities include any right of
      participation with Capital Stock.

     

    Code:

     

    The
      term “Code” shall mean the Internal Revenue Code of 1986 as in effect on the
      date hereof.

     

    Company:

     

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

     

    Company
      Order:

     

    The
      term “Company Order” shall mean a written order signed in the name of the
      Company by the Chairman, President, Executive Vice President, Senior Vice
      President, Treasurer, Assistant Treasurer, Controller, Assistant Controller,
      Secretary or Assistant Secretary of the Company, and delivered to the
      Trustee.

     

    Corporate
      Trust Office:

     

    The
      term “Corporate Trust Office,” or other similar term, shall mean the principal
      office of the Trustee at which at any particular time its corporate trust
      business shall be administered, which office at the date hereof is located
      at,
      Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890,
      Attention: Corporate Trust Administration, or such other address as the Trustee
      may designate from time to time by notice to the Holders and the Company, or
      the
      principal corporate trust officer of any successor Trustee (or such other
      address as such successor Trustee may designate from time to time by notice
      to
      the Holders and the Company).

     

    Currency:

     

    The
      term “Currency” shall mean U.S. Dollars or Foreign Currency.

     

    Default:

     

    The
      term “Default” shall have the meaning assigned to it in Section
      11.03.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Defaulted
      Interest:

     

    The
      term “Defaulted Interest” shall have the same meaning assigned to it in Section
      3.08(b).

     

    Depositary:

     

    The
      term “Depositary” shall mean, with respect to the Securities of any series
      issuable in whole or in part in the form of one or more Global Securities,
      the
      Person designated as Depositary by the Company pursuant to Section 3.01 until
      a
      successor Depositary shall have become such pursuant to the applicable
      provisions of this Indenture, and thereafter “Depositary” shall mean or include
      each Person who is then a Depositary hereunder, and if at any time there is
      more
      than one such Person, “Depositary” as used with respect to the Securities of any
      such series shall mean the Depositary with respect to the Securities of that
      series.

     

    Designated
      Currency:

     

    The
      term “Designated Currency” shall have the same meaning assigned to it in Section
      3.12.

     

    Discharged:

     

    The
      term “Discharged” shall have the meaning assigned to it in Section
      12.03.

     

    Event
      of Default:

     

    The
      term “Event of Default” shall have the meaning specified in Section
      7.01.

     

    Exchange
      Act:

     

    The
      term “Exchange Act” shall mean the Securities Exchange Act of 1934, as
      amended.

     

    Exchange
      Rate:

     

    The
      term “Exchange Rate” shall have the meaning assigned to it in Section
      7.01.

     

    Floating
      Rate Security:

     

    The
      term “Floating Rate Security” shall mean a Security that provides for the
      payment of interest at a variable rate determined periodically by reference
      to
      an interest rate index specified pursuant to Section 3.01.

     

    Foreign
      Currency:

     

    The
      term “Foreign Currency” shall mean a currency issued by the government of any
      country other than the United States or a composite currency, the value of
      which
      is determined by reference to the values of the currencies of any group of
      countries.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    GAAP:

     

    The
      term “GAAP,” with respect to any computation required or permitted hereunder,
      shall mean generally accepted accounting principles in effect in the United
      States as in effect from time to time, including, without limitation, those
      set
      forth in the opinions and pronouncements of the Accounting Principles Board
      of
      the American Institute of Certified Public Accountants and statements and
      pronouncements of the Financial Accounting Standards Board or in such other
      statements by such other entity as approved by a significant segment of the
      accounting profession.

     

    Global
      Security:

     

    The
      term “Global Security” shall mean any Security that evidences all or part of a
      series of Securities, issued in fully-registered certificated form to the
      Depositary for such series in accordance with Section 3.03 and bearing the
      legend prescribed in Section 3.03(g).

     

    Holder;
      Holder of Securities:

     

    The
      terms “Holder” and “Holder of Securities” are defined under “Securityholder;
      Holder of Securities; Holder.”

     

    Indebtedness:

     

    The
      term “Indebtedness” shall mean any and all obligations of a Person for money
      borrowed which, in accordance with GAAP, would be reflected on the balance
      sheet
      of such Person as a liability on the date as of which Indebtedness is to be
      determined.

     

    Indenture:

     

    The
      term “Indenture” or “this Indenture” shall mean this instrument and all
      indentures supplemental hereto.

     

    Interest:

     

    The
      term “interest” shall mean, with respect to an Original Issue Discount Security
      that by its terms bears interest only after Maturity, interest payable after
      Maturity.

     

    Interest
      Payment Date:

     

    The
      term “Interest Payment Date” shall mean, with respect to any Security, the
      Stated Maturity of an installment of interest on such Security.

     

    Mandatory
      Sinking Fund Payment:

     

    The
      term “Mandatory Sinking Fund Payment” shall have the meaning assigned to it in
      Section 5.01.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Maturity:

     

    The
      term “Maturity,” with respect to any Security, shall mean the date on which the
      principal of such Security shall become due and payable as therein and herein
      provided, whether by declaration, call for redemption or otherwise.

     

    Members:

     

    The
      term “Members” shall have the meaning assigned to it in Section
      3.03(i).

     

    Officer’s
      Certificate:

     

    The
      term “Officer’s Certificate” shall mean a certificate signed by any of the
      Chairman of the Board of Directors, the President or a Vice President,
      Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant
      Secretary of the Company and delivered to the Trustee.  Each such
      certificate shall include the statements provided for in Section 16.01 if and
      to
      the extent required by the provisions of such Section.

     

    Opinion
      of Counsel:

     

    The
      term “Opinion of Counsel” shall mean an opinion in writing signed by legal
      counsel, who may be an employee of or of counsel to the Company, or may be
      other
      counsel reasonably satisfactory to the Trustee that meets the requirements
      provided for in Section 16.01.

     

    Optional
      Sinking Fund Payment:

     

    The
      term “Optional Sinking Fund Payment” shall have the meaning assigned to it in
      Section 5.01.

     

    Original
      Issue Discount Security:

     

    The
      term “Original Issue Discount Security” shall mean any Security that is issued
      with “original issue discount” within the meaning of Section 1273(a) of the Code
      and the regulations thereunder and any other Security designated by the Company
      as issued with original issue discount for United States federal income tax
      purposes.

     

    Outstanding:

     

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

     

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

     

    (b)         Securities
      or portions thereof for which payment or redemption money in the necessary
      amount has been theretofore deposited with the Trustee or any Paying Agent
      (other than the Company) in trust or set aside and segregated in trust by the
      Company (if the Company shall act as its own Paying Agent) for the Holders
      of
      such Securities or Securities as to

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    which
      the Company’s obligations have been Discharged; provided, however, that if such
      Securities or portions thereof are to be redeemed, notice of such redemption
      has
      been duly given pursuant to this Indenture or provision therefor satisfactory
      to
      the Trustee has been made; and

     

    (c)         Securities
      that have been paid pursuant to Section 3.07(b) or in exchange for or in lieu
      of
      which other Securities have been authenticated and delivered pursuant to this
      Indenture, other than any such Securities in respect of which there shall have
      been presented to a Responsible Officer of the Trustee proof satisfactory to
      it
      that such Securities are held by a protected purchaser in whose hands such
      Securities are valid obligations of the Company;

     

    provided,
      however, that in determining whether the Holders of the requisite principal
      amount of Securities of a series Outstanding have performed any action
      hereunder, Securities owned by the Company or any other obligor upon the
      Securities of such series or any Affiliate of the Company or of such other
      obligor shall be disregarded and deemed not to be Outstanding, except that,
      in
      determining whether the Trustee shall be protected in relying upon any such
      action, only Securities of such series that a Responsible Officer of the Trustee
      actually knows to be so owned shall be so disregarded.  Securities so
      owned that have been pledged in good faith may be regarded as Outstanding if
      the
      pledgee establishes to the satisfaction of the Trustee the pledgee’s right to
      act with respect to such Securities and that the pledgee is not the Company
      or
      any other obligor upon such Securities or any Affiliate of the Company or of
      such other obligor.  In determining whether the Holders of the
      requisite principal amount of Outstanding Securities of a series have performed
      any action hereunder, the principal amount of an Original Issue Discount
      Security that shall be deemed to be Outstanding for such purpose 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 7.02 and the principal amount of a Security denominated
      in a
      Foreign Currency that shall be deemed to be Outstanding for such purpose shall
      be the amount calculated pursuant to Section 3.11(b).

     

    Paying
      Agent:

     

    The
      term “Paying Agent” shall have the meaning assigned to it in Section
      6.02(a).

     

    Person:

     

    The
      term “Person” shall mean an individual, a corporation, a limited liability
      company, a partnership, an association, a joint stock company, a trust, an
      unincorporated organization or a government or an agency or political
      subdivision thereof.

     

    Place
      of Payment:

     

    The
      term “Place of Payment” shall mean, when used with respect to the Securities of
      any series, the place or places where the principal of and premium, if any,
      and
      interest on the Securities of that series are payable as specified pursuant
      to
      Section 3.01.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Predecessor
      Security:

     

    The
      term “Predecessor Security” shall mean, with respect to any Security, every
      previous Security evidencing all or a portion of the same debt as that evidenced
      by such particular Security, and, for the purposes of this definition, any
      Security authenticated and delivered under Section 3.07 in lieu of a lost,
      destroyed or stolen Security shall be deemed to evidence the same debt as the
      lost, destroyed or stolen Security.

     

    Record
      Date:

     

    The
      term “Record Date” shall mean, with respect to any interest payable on any
      Security on any Interest Payment Date, the close of business on any date
      specified in such Security for the payment of interest pursuant to Section
      3.01.

     

    Redemption
      Date:

     

    The
      term “Redemption Date” shall mean, when used with respect to any Security to be
      redeemed, in whole or in part, the date fixed for such redemption by or pursuant
      to this Indenture and the terms of such Security, which, in the case of a
      Floating Rate Security, unless otherwise specified pursuant to Section 3.01,
      shall be an Interest Payment Date only.

     

    Redemption
      Price:

     

    The
      term “Redemption Price,” when used with respect to any Security to be redeemed,
      in whole or in part, shall mean the price at which it is to be redeemed pursuant
      to the terms of the Security and this Indenture.

     

    Register:

     

    The
      term “Register” shall have the meaning assigned to it in Section
      3.05(a).

     

    Registrar:

     

    The
      term “Registrar” shall have the meaning assigned to it in Section
      3.05(a).

     

    Responsible
      Officers:

     

    The
      term “Responsible Officers” of the Trustee hereunder shall mean any vice
      president, any assistant vice president, any trust officer, any assistant trust
      officer or any other officer associated with the corporate trust department
      of
      the Trustee customarily performing functions similar to those performed by
      any
      of the above designated officers, and also means, with respect to a particular
      corporate trust matter, any other officer of the Trustee to whom such matter
      is
      referred because of such person’s knowledge of and familiarity with the
      particular subject.

     

    SEC:

     

    The
      term “SEC” shall mean the U.S. Securities and Exchange Commission, as
      constituted from time to time.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Securities
      Act:

     

    The
      term “Securities Act” shall mean the Securities Act of 1933, as
      amended.

     

    Security:

     

    The
      term “Security” or “Securities” shall have the meaning stated in the recitals
      and shall more particularly mean one or more of the Securities duly
      authenticated by the Trustee and delivered pursuant to the provisions of this
      Indenture.

     

    Security
      Custodian:

     

    The
      term “Security Custodian” shall mean the custodian with respect to any Global
      Security appointed by the Depositary, or any successor Person thereto, and
      shall
      initially be the Paying Agent.

     

    Securityholder;
      Holder of Securities; Holder:

     

    The
      term “Securityholder” or “Holder of Securities” or “Holder,” shall mean the
      Person in whose name Securities shall be registered in the Register kept for
      that purpose hereunder.

     

    Senior
      Indebtedness:

     

    The
      term “Senior Indebtedness” means the principal of (and premium, if any) and
      unpaid interest on (x) Indebtedness of the Company, whether outstanding on
      the
      date hereof or thereafter created, incurred, assumed or guaranteed, for money
      borrowed other than (a) any Indebtedness of the Company which when incurred,
      and
      without respect to any election under Section 1111(b) of the Federal Bankruptcy
      Code, was without recourse to the Company, (b) any Indebtedness of the Company
      to any of its Subsidiaries, (c) Indebtedness to any employee of the Company,
      (d)
      any liability for taxes, (e) Trade Payables and (f) any Indebtedness of the
      Company which is expressly subordinate in right of payment to any other
      Indebtedness of the Company, and (y) renewals, extensions, modifications and
      refundings of any such Indebtedness.  For purposes of the foregoing
      and the definition of “Senior Indebtedness,” the phrase “subordinated in right
      of payment” means debt subordination only and not lien subordination, and
      accordingly, (i) unsecured indebtedness shall not be deemed to be subordinated
      in right of payment to secured indebtedness merely by virtue of the fact that
      it
      is unsecured, and (ii) junior liens, second liens and other contractual
      arrangements that provide for priorities among Holders of the same or different
      issues of indebtedness with respect to any collateral or the proceeds of
      collateral shall not constitute subordination in right of payment. This
      definition may be modified or superseded by a supplemental
      indenture.

     

    Special
      Record Date:

     

    The
      term “Special Record Date” shall have the meaning assigned to it in Section
      3.08(b)(i).


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Stated
      Maturity:

     

    The
      term “Stated Maturity” when used with respect to any Security or any installment
      of interest thereon, shall mean the date specified in such Security as the
      fixed
      date on which the principal (or any portion thereof) of or premium, if any,
      on
      such Security or such installment of interest is due and payable.

     

    Subsidiary:

     

    The
      term “Subsidiary,” when used with respect to any Person, shall
      mean:

     

    i)         any
      corporation, limited liability company, association or other business entity
      of
      which more than 50% of the total voting power of shares of Capital Stock
      entitled (without regard to the occurrence of any contingency and after giving
      effect to any voting agreement or stockholders’ agreement that effectively
      transfers voting power) to vote in the election of directors, managers or
      trustees of the corporation, association or other business entity is at the
      time
      owned or controlled, directly or indirectly, by that Person or one or more
      of
      the other Subsidiaries of that Person (or a combination thereof);
      and

     

    (b)         any
      partnership (i) the sole general partner or the managing general partner of
      which is such Person or a Subsidiary of such Person or (ii) the only general
      partners of which are that Person or one or more Subsidiaries of that Person
      (or
      any combination thereof).

     

    Successor
      Company:

     

    The
      term “Successor Company” shall have the meaning assigned to it in Section
      3.06(i).

     

    Trade
      Payables:

     

    The
      term “Trade Payables” means accounts payable or any other Indebtedness or
      monetary obligations to trade creditors created or assumed by the Company or
      any
      Subsidiary of the Company in the ordinary course of business (including
      guarantees thereof or instruments evidencing such liabilities).

     

    Trust
      Indenture Act; TIA:

     

    The
      term “Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939,
      as amended.

     

    Trustee:

     

    The
      term “Trustee” shall mean the Person named as the “Trustee” in the first
      paragraph of this Indenture until a successor Trustee shall have become such
      with respect to one or more series of Securities 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.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    U.S.
      Dollars:

     

    The
      term “U.S. Dollars” shall mean such currency of the United States as at the time
      of payment shall be legal tender for the payment of public and private
      debts.

     

    U.S.
      Government Obligations:

     

    The
      term “U.S. Government Obligations” shall mean (i) direct non-callable
      obligations of, or guaranteed by, the United States or (ii) obligations of
      a
      Person controlled or supervised by and acting as an agency or instrumentality
      of
      the United States, in either case, for the payment of which guarantee or
      obligation the full faith and credit of the United States is
      pledged.

     

    United
      States:

     

    The
      term “United States” shall mean the United States of America (including the
      States and the District of Columbia), its territories and its possessions and
      other areas subject to its jurisdiction.

     

    ARTICLE
      II

     

    FORMS
      OF SECURITIES

     

    Section
      2.01            Terms
      of the Securities.

    


    (a)           The
      Securities of each series shall be substantially in the form set forth in a
      Company Order or in one or more indentures supplemental hereto, and shall have
      such appropriate insertions, omissions, substitutions and other variations
      as
      are required or permitted by this Indenture, and may have such letters, numbers
      or other marks of identification or designation and such legends or endorsements
      placed thereon as the Company may deem appropriate and as are not inconsistent
      with the provisions of this Indenture, or as may be required to comply with
      any
      law or with any rule or regulation made pursuant thereto or with any rule or
      regulation of any securities exchange on which any series of the Securities
      may
      be listed or of any automated quotation system on which any such series may
      be
      quoted, or to conform to usage, all as determined by the officers executing
      such
      Securities as conclusively evidenced by their execution of such
      Securities.  The Company shall furnish any such legends or
      endorsements to the Trustee.

     

    (b)           The
      terms and provisions of the Securities shall constitute, and are hereby
      expressly made, a part of this Indenture, and, to the extent applicable, the
      Company and the Trustee, by their execution and delivery of this Indenture
      expressly agree to such terms and provisions and to be bound
      thereby.

     

    Section
      2.02            Form
      of Trustee’s Certificate of Authentication.

    


    (a)           Only
      such of the Securities as shall bear thereon a certificate substantially in
      the
      form of the Trustee’s certificate of authentication hereinafter recited,
      executed by the Trustee by manual signature, shall be valid or become obligatory
      for any purpose or entitle the Holder thereof to any right or benefit under
      this
      Indenture.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b)           Each
      Security shall be dated the date of its authentication, except that any Global
      Security shall be dated as of the date specified as contemplated in Section
      3.01.

     

    (c)           The
      form of the Trustee’s certificate of authentication to be borne by the
      Securities shall be substantially as follows:

     

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    
      	
              Date
                of authentication:

            	 	 	
              WILMINGTON
                TRUST COMPANY, as

            
	 	 	 	
              Trustee

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              By:

            	 
	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 


    

    


    Section
      2.03            Form
      of Trustee’s Certificate of Authentication by an Authenticating
      Agent.  If at any time there shall be an Authenticating Agent
      appointed with respect to any series of Securities, then the Trustee’s
      Certificate of Authentication by such Authenticating Agent to be borne by
      Securities of each such series shall be substantially as follows:

    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    
      	
              Date
                of authentication:

            	 	 	
              WILMINGTON
                TRUST COMPANY, as

            
	 	 	 	
              Trustee

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              By:

            	
              [NAME
                OF AUTHENTICATING AGENT]

            
	 	 	 	 	
              as
                Authenticating Agent

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              By:

            	 
	 	 	 	 	
              Authorized
                Signatory

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      III

     

    THE
      DEBT SECURITIES

     

    Section
      3.01            Amount
      Unlimited; 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.  There shall be set forth in a Company Order or in one or more
      indentures supplemental hereto, prior to the issuance of Securities of any
      series:

    


    (a)           the
      title of the Securities of the series (which shall distinguish the Securities
      of
      such series from the Securities of all other series, except to the extent that
      additional Securities of an existing series are being issued);

     

    (b)           any
      limit upon the aggregate principal amount of the Securities of the series that
      may be authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon transfer of, or in exchange for, or in lieu
      of,
      other Securities of such series pursuant to Section 3.04, 3.06, 3.07, 4.06,
      or
      14.05);

     

    (c)           the
      dates on which or periods during which the Securities of the series may be
      issued, and the dates on, or the range of dates within, which the principal
      of
      and premium, if any, on the Securities of such series are or may be payable
      or
      the method by which such date or dates shall be determined or
      extended;

     

    (d)           the
      rate or rates at which the Securities of the series shall bear interest, if
      any,
      or the method by which such rate or rates shall be determined, the date or
      dates
      from which such interest shall accrue, or the method by which such date or
      dates
      shall be determined, the Interest Payment Dates on which any such interest
      shall
      be payable, and the Record Dates for the determination of Holders to whom
      interest is payable on such Interest Payment Dates or the method by which such
      date or dates shall be determined, the right, if any, to extend or defer
      interest payments and the duration of such extension or deferral;

     

    (e)           
      if other than U.S. Dollars, the Currency in which Securities of the series
      shall
      be denominated or in which payment of the principal of, premium, if any, or
      interest on the Securities of the series shall be payable and any other terms
      concerning such payment and the designation of the mutual exchange rate agent
      if
      any;

     

    (f)           if
      the amount of payment of principal of, premium, if any, or interest on the
      Securities of the series may be determined with reference to an index, formula
      or other method including, but not limited to, an index based on a Currency
      or
      Currencies other than that in which the Securities are stated to be payable,
      the
      manner in which such amounts shall be determined and the designation of the
      mutual calculator agent thereof, if any;

     

    (g)           if
      the principal of, premium, if any, or interest on Securities of the series
      are
      to be payable, at the election of the Company or a Holder thereof, in a Currency
      other than that in which the Securities are denominated or stated to be payable
      without such election, the period or periods within which, and the terms and
      conditions upon which, such election may be made and the time and the manner
      of
      determining the exchange rate between the Currency in which the Securities
      are
      denominated or payable without such election and the Currency in which the
      Securities are to be paid if such election is made;

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (h)           the
      place or places, if any, in addition to or instead of the Corporate Trust Office
      of the Trustee where the principal of, premium, if any, and interest on
      Securities of the series shall be payable, and where Securities of any series
      may be presented for registration of transfer, exchange or conversion, and
      the
      place or places where notices and demands to or upon the Company in respect
      of
      the Securities of such series may be made;

     

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

     

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

     

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

     

    (l)           if
      other than the principal amount thereof, the portion of the principal amount
      of
      the Securities of the series which shall be payable upon declaration of
      acceleration of the Maturity thereof pursuant to Section 7.02;

     

    (m)           whether
      the Securities of the series are to be issued as Original Issue Discount
      Securities and the amount of discount with which such Securities may be
      issued;

     

    (n)           provisions,
      if any, for the defeasance of Securities of the series in whole or in part
      and
      any addition or change in the provisions related to satisfaction and
      discharge;

     

    (o)           whether
      the Securities of the series are to be issued in whole or in part in the form
      of
      one or more Global Securities and, in such case, the Depositary for such Global
      Security or Securities and the terms and conditions, if any, upon which
      interests in such Global Security or Securities may be exchanged in whole or
      in
      part for the individual Securities represented thereby;

     

    (p)           the
      date as of which any Global Security of the series shall be dated if other
      than
      the original issuance of the first Security of the series to be
      issued;

     

    (q)           the
      form of the Securities of the series;

     

    (r)           if
      the Securities of the series are to be convertible into or exchangeable for
      any
      securities or property of any Person (including the Company), the terms and
      conditions upon which such Securities will be so convertible or exchangeable,
      and any additions or changes, if any, to permit or facilitate such conversion
      or
      exchange;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (s)           whether
      the Securities of such series are subject to subordination and the terms of
      such
      subordination;

     

    (t)           any
      restriction or condition on the transferability of the Securities of such
      series;

     

    (u)           any
      addition or change in the provisions related to compensation and reimbursement
      of the Trustee which applies to Securities of such series;

     

    (v)           any
      addition or change in the provisions related to supplemental indentures set
      forth in Sections 14.04 and 14.02 which applies to Securities of such
      series;

     

    (w)           provisions,
      if any, granting special rights to Holders upon the occurrence of specified
      events;

     

    (x)           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 7.02 and any addition or change in the
      provisions set forth in Article VII which applies to Securities of the
      series;

     

    (y)           any
      addition to or change in the covenants set forth in Article VI which applies
      to
      Securities of the series; and

     

    (z)           any
      other terms of the Securities of such series (which terms shall not be
      inconsistent with the provisions of this Indenture, except as permitted by
      Section 14.01).

     

    All
      Securities of any one series shall be substantially identical, except as to
      denomination and except as may otherwise be provided herein or set forth in
      a
      Company Order or in one or more indentures supplemental hereto.

     

    Section
      3.02            Denominations.  In
      the absence of any specification pursuant to Section 3.01 with respect to
      Securities of any series, the Securities of such series shall be issuable only
      as Securities in denominations of any integral multiple of $1,000, and shall
      be
      payable only in U.S. Dollars.

    


    Section
      3.03            Execution,
      Authentication, Delivery and Dating.

    


    (a)           The
      Securities shall be executed in the name and on behalf of the Company by the
      manual or facsimile signature of its Chairman of the Board of Directors, its
      President, one of its Vice Presidents or Treasurer.  If the Person
      whose signature is on a Security no longer holds that office at the time the
      Security is authenticated and delivered, the Security shall nevertheless be
      valid.

     

    (b)           At
      any time and from time to time after the execution and delivery of this
      Indenture, the Company may deliver Securities of any series executed by the
      Company to the Trustee for authentication, together with a Company Order for
      the
      authentication and delivery of such Securities and the supplemental indenture,
      or the Company Order setting forth


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    the
      terms of Securities of the series, if required pursuant to Section
      3.01.  The Trustee shall thereupon authenticate and deliver such
      Securities without any further action by the Company.  The Company
      Order shall specify the amount of Securities to be authenticated and the date
      on
      which the original issue of Securities is to be authenticated.

     

    (c)           In
      authenticating the first Securities of any series and accepting the additional
      responsibilities under this Indenture in relation to such Securities the Trustee
      shall receive, and (subject to Section 11.02) shall be fully protected in
      relying upon an Officer’s Certificate and an Opinion of Counsel, each prepared
      in accordance with Section 16.01 stating that the conditions precedent, if
      any,
      provided for in the Indenture have been complied with.

     

    (d)           The
      Trustee shall have the right to decline to authenticate and deliver the
      Securities under this Section 3.03 if the issue of the Securities pursuant
      to
      this Indenture will affect the Trustee’s own rights, duties or immunities under
      the Securities and this Indenture or otherwise in a manner which is not
      reasonably acceptable to the Trustee.

     

    (e)           Each
      Security shall be dated the date of its authentication, except as otherwise
      provided pursuant to Section 3.01 with respect to the Securities of such
      series.

     

    (f)           Notwithstanding
      the provisions of Section 3.01 and of this Section 3.03, if all of the
      Securities of any series are not to be originally issued at the same time,
      then
      the documents required to be delivered pursuant to this Section 3.03 must be
      delivered only once prior to the authentication and delivery of the first
      Security of such series;

     

    (g)           If
      the Company shall establish pursuant to Section 3.01 that the Securities of
      a
      series are to be issued in whole or in part in the form of one or more Global
      Securities, then the Company shall execute and the Trustee shall authenticate
      and deliver one or more Global Securities that (i) shall represent an aggregate
      amount equal to the aggregate principal amount of the Outstanding Securities
      of
      such series to be represented by such Global Securities, (ii) shall be
      registered, if in registered form, in the name of the Depositary for such Global
      Security or Securities or the nominee of such Depositary, (iii) shall be
      delivered by the Trustee to such Depositary or pursuant to such Depositary’s
      instruction and (iv) shall bear a legend substantially to the following
      effect:

     

    “Unless
      and until it is exchanged in whole or in part for the individual Securities
      represented hereby, this Global Security may not be transferred except as a
      whole by the Depositary to a nominee of the Depositary or by a nominee of the
      Depositary to the Depositary or another nominee of the Depositary or by the
      Depositary or any such nominee to a successor Depositary or a nominee of such
      successor Depositary.”

     

    The
      aggregate principal amount of each Global Security may from time to time be
      increased or decreased by adjustments made on the records of the Security
      Custodian, as provided in this Indenture.

     

    (h)           Each
      Depositary designated pursuant to Section 3.01 for a Global Security in
      registered form must, at the time of its designation and at all times while
      it
      serves as such Depositary, be a clearing agency registered under the Exchange
      Act and any other applicable statute or regulation.

     


    
      
        
        

      

      
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    (i)           Members
      of, or participants in, the Depositary (“Members”) shall have no rights under
      this Indenture with respect to any Global Security held on their behalf by
      the
      Depositary or by the Security Custodian under such Global Security, and the
      Depositary may be treated by the Company, the Trustee, the Paying Agent and
      the
      Registrar and any of their agents as the absolute owner of such Global Security
      for all purposes whatsoever.  Notwithstanding the foregoing, nothing
      herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar
      or any of their agents from giving effect to any written certification, proxy
      or
      other authorization furnished by the Depositary or impair, as between the
      Depositary and its Members, the operation of customary practices of the
      Depositary governing the exercise of the rights of an owner of a beneficial
      interest in any Global Security.  The Holder of a Global Security may
      grant proxies and otherwise authorize any Person, including Members and Persons
      that may hold interests through Members, to take any action that a Holder is
      entitled to take under this Indenture or the Securities.

     

    (j)           No
      Security shall be entitled to any benefit under this Indenture or be valid
      or
      obligatory for any purpose unless there appears on such Security a certificate
      of authentication substantially in one of the forms provided for herein duly
      executed by the Trustee or by an Authenticating Agent by manual signature of
      an
      authorized signatory of the Trustee, and such certificate upon any Security
      shall be conclusive evidence, and the only evidence, that such Security has
      been
      duly authenticated and delivered hereunder and is entitled to the benefits
      of
      this Indenture.

     

    Section
      3.04          
  Temporary Securities.

    


    (a)           Pending
      the preparation of definitive Securities of any series, the Company may execute,
      and upon Company Order the Trustee shall authenticate and deliver, temporary
      Securities that are printed, lithographed, typewritten, mimeographed or
      otherwise reproduced, in any authorized denomination, substantially of the
      tenor
      of the definitive Securities in lieu of which they are issued, in registered
      form and with such appropriate insertions, omissions, substitutions and other
      variations as the officers executing such Securities may determine, as
      conclusively evidenced by their execution of such Securities.  Any
      such temporary Security may be in global form, representing all or a portion
      of
      the Outstanding Securities of such series.  Every such temporary
      Security shall be executed by the Company and shall be authenticated and
      delivered by the Trustee upon the same conditions and in substantially the
      same
      manner, and with the same effect, as the definitive Security or Securities
      in
      lieu of which it is issued.

     

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


    
      
        
        

      

      
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    (c)           Upon
      any exchange of a portion of a temporary Global Security for a definitive Global
      Security or for the individual Securities represented thereby pursuant to this
      Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed
      by
      the Trustee to reflect the reduction of the principal amount evidenced thereby,
      whereupon the principal amount of such temporary Global Security shall be
      reduced for all purposes by the amount so exchanged and endorsed.

     

    Section
      3.05          
  Registrar and Paying Agent.

    


    (a)           The
      Company will keep, at an office or agency to be maintained by it in a Place
      of
      Payment where Securities may be presented for registration or presented and
      surrendered for registration of transfer or of exchange, and where Securities
      of
      any series that are convertible or exchangeable may be surrendered for
      conversion or exchange, as applicable (the “Registrar”), a security register for
      the registration and the registration of transfer or of exchange of the
      Securities (the registers maintained in such office and in any other office
      or
      agency of the Company in a Place of Payment being herein sometimes collectively
      referred to as the “Register”), as in this Indenture provided, which Register
      shall at all reasonable times be open for inspection by the
      Trustee.  Such Register shall be in written form or in any other form
      capable of being converted into written form within a reasonable
      time.  The Company may have only one Registrar for any
      series.

     

    (b)           The
      Company shall enter into an appropriate agency agreement with any Registrar
      not
      a party to this Indenture.  The agreement shall implement the
      provisions of this Indenture that relate to such agent.  The Company
      shall notify the Trustee of the name and address of each such
      agent.  If the Company fails to maintain a Registrar for any series,
      the Trustee shall act as such and shall be entitled to appropriate compensation
      therefor pursuant to Section 11.01.  The Company or any Affiliate
      thereof may act as Registrar or transfer agent.

     

    (c)           The
      Company hereby appoints the Trustee at its Corporate Trust Office as Registrar
      in connection with the Securities and this Indenture, until such time as another
      Person is appointed as such.

     

    Section
      3.06          
  Transfer and Exchange.

    


    (a)           Transfer.

     

    (i)              Upon
      surrender for registration of transfer of any Security of any series at the
      Registrar the Company shall execute, and the Trustee or any Authenticating
      Agent
      shall authenticate and deliver, in the name of the designated transferee, one
      or
      more new Securities of the same series for like aggregate principal amount
      of
      any authorized denomination or denominations.  The transfer of any
      Security shall not be valid as against the Company or the Trustee unless
      registered at the Registrar at the request of the Holder, or at the request
      of
      his, her or its attorney duly authorized in writing.

     


    
      
        
        

      

      
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    (ii)              Notwithstanding
      any other provision of this Section, unless and until it is exchanged in whole
      or in part for the individual Securities represented thereby, a Global Security
      representing all or a portion of the Securities of a series may not be
      transferred except as a whole by the Depositary for such series to a nominee
      of
      such Depositary or by a nominee of such Depositary to such Depositary or another
      nominee of such Depositary or by such Depositary or any such nominee to a
      successor Depositary for such series or a nominee of such successor
      Depositary.

     

    (b)           Exchange.

     

    (i)              At
      the option of the Holder, Securities of any series (other than a Global
      Security, except as set forth below) may be exchanged for other Securities
      of
      the same series for like aggregate principal amount of any authorized
      denomination or denominations, upon surrender of the Securities to be exchanged
      at the Registrar.

     

    (ii)              Whenever
      any Securities are so surrendered for exchange, the Company shall execute,
      and
      the Trustee shall authenticate and deliver, the Securities that the Holder
      making the exchange is entitled to receive.

     

    (c)           Exchange
      of Global Securities for Individual Securities.  Except as provided
      below, owners of beneficial interests in Global Securities will not be entitled
      to receive individual Securities.

     

    (i)              Individual
      Securities shall be issued to all owners of beneficial interests in a Global
      Security in exchange for such interests if: (A) at any time the Depositary
      for
      the Securities of a series notifies the Company that it is unwilling or unable
      to continue as Depositary for the Securities of such series or if at any time
      the Depositary for the Securities of such series shall no longer be eligible
      under Section 3.03(h) and, in each case, a successor Depositary is not appointed
      by the Company within 90 days of such notice, or (B) the Company executes and
      delivers to the Trustee and the Registrar an Officer’s Certificate stating that
      such Global Security shall be so exchangeable.

     

    In
      connection with the exchange of an
      entire Global Security for individual Securities pursuant to this subsection
      (c), such Global Security shall be deemed to be surrendered to the Trustee
      for
      cancellation, and the Company shall execute, and the Trustee, upon receipt
      of a
      Company Order for the authentication and delivery of individual Securities
      of
      such series, will authenticate and deliver to each beneficial owner identified
      by the Depositary in exchange for its beneficial interest in such Global
      Security, an equal aggregate principal amount of individual Securities of
      authorized denominations.

     

    (ii)              The
      owner of a beneficial interest in a Global Security will be entitled to receive
      an individual Security in exchange for such interest if an Event of Default
      has
      occurred and is continuing.  Upon receipt by the
      Security


    
      
        
        

      

      
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    Custodian
      and Registrar of instructions from the Holder of a Global Security directing
      the
      Security Custodian and Registrar to (x) issue one or more individual Securities
      in the amounts specified to the owner of a beneficial interest in such Global
      Security and (y) debit or cause to be debited an equivalent amount of beneficial
      interest in such Global Security, subject to the rules and regulations of the
      Depositary:

     

    (A)              the
      Security Custodian and Registrar shall notify the Company and the Trustee of
      such instructions, identifying the owner and amount of such beneficial interest
      in such Global Security;

     

    (B)              the
      Company shall promptly execute and the Trustee, upon receipt of a Company Order
      for the authentication and delivery of individual Securities of such series,
      shall authenticate and deliver to such beneficial owner individual Securities
      in
      an equivalent amount to such beneficial interest in such Global Security;
      and

     

    (C)              the
      Security Custodian and Registrar shall decrease such Global Security by such
      amount in accordance with the foregoing.  In the event that the
      individual Securities are not issued to each such beneficial owner promptly
      after the Registrar has received a request from the Holder of a Global Security
      to issue such individual Securities, the Company expressly acknowledges, with
      respect to the right of any Holder to pursue a remedy pursuant to Section 7.07
      hereof, the right of any beneficial Holder of Securities to pursue such remedy
      with respect to the portion of the Global Security that represents such
      beneficial Holder’s Securities as if such individual Securities had been
      issued.

     

    (iii)              If
      specified by the Company pursuant to Section 3.01 with respect to a series
      of
      Securities, the Depositary for such series of Securities may surrender a Global
      Security for such series of Securities in exchange in whole or in part for
      individual Securities of such series on such terms as are acceptable to the
      Company and such Depositary.  Thereupon, the Company shall execute,
      and the Trustee shall authenticate and deliver, without service
      charge,

     

    (A)              to
      each Person specified by such Depositary a new individual Security or Securities
      of the same series, of any authorized denomination as requested by such Person
      in aggregate principal amount equal to and in exchange for such Person’s
      beneficial interest in the Global Security; and

     

    (B)              to
      such Depositary a new Global Security in a denomination equal to the difference,
      if any, between the principal amount of the surrendered Global Security and
      the
aggregate
      principal amount of individual Securities delivered to Holders
      thereof.

     


    
      
        
        

      

      
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    (iv)              In
      any exchange provided for in clauses (i) through (iii), the Company will execute
      and the Trustee will authenticate and deliver individual Securities in
      registered form in authorized denominations.

     

    (v)              Upon
      the exchange in full of a Global Security for individual Securities, such Global
      Security shall be canceled by the Trustee.  Individual Securities
      issued in exchange for a Global Security pursuant to this Section shall be
      registered in such names and in such authorized denominations as the Depositary
      for such Global Security, pursuant to instructions from its direct or indirect
      participants or otherwise, shall instruct the Trustee.  The Trustee
      shall deliver such Securities to the Persons in whose names such Securities
      are
      so registered.

     

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

     

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

     

    (f)           No
      service charge will be made for any registration of transfer or exchange of
      Securities.  The Company may require payment of a sum sufficient to
      cover any tax, assessment or other governmental charge that may be imposed
      in
      connection with any registration of transfer or exchange of Securities, other
      than those expressly provided in this Indenture to be made at the Company’s own
      expense or without expense or charge to the Holders.

     

    (g)           The
      Company shall not be required to (i) register, transfer or exchange Securities
      of any series during a period beginning at the opening of business 15 days
      before the day of the transmission of a notice of redemption of Securities
      of
      such series selected for redemption under Section 4.03 and ending at the close
      of business on the day of such transmission, or (ii) register, transfer or
      exchange any Security so selected for redemption in whole or in part,
      except the unredeemed portion of any Security being redeemed in
      part.

     

    (h)           Prior
      to the due presentation for registration of transfer or exchange of any
      Security, the Company, the Trustee, the Paying Agent, the Registrar or any
      of
      their agents may deem and treat the Person in whose name a Security is
      registered as the absolute owner of such Security (whether or not such Security
      shall be overdue and notwithstanding any notation of ownership or other writing
      thereon) for all purposes whatsoever, and none of the Company, the Trustee,
      the
      Paying Agent, the Registrar or any of their agents shall be affected by any
      notice to the contrary.

    
      
        
        

      

      
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    (i)           In
      case a successor Company (“Successor Company”) has executed an indenture
      supplemental hereto with the Trustee pursuant to Article XIV, any of the
      Securities authenticated or delivered pursuant to such transaction may, from
      time to time, at the request of the Successor Company, be exchanged for other
      Securities executed in the name of the Successor Company with such changes
      in
      phraseology and form as may be appropriate, but otherwise identical to the
      Securities surrendered for such exchange and of like principal amount; and
      the
      Trustee, upon Company Order of the Successor Company, shall authenticate and
      deliver Securities as specified in such order for the purpose of such
      exchange.  If Securities shall at any time be authenticated and
      delivered in any new name of a Successor Company pursuant to this Section 3.06
      in exchange or substitution for or upon registration of transfer of any
      Securities, such Successor Company, at the option of the Holders but without
      expense to them, shall provide for the exchange of all Securities at the time
      Outstanding for Securities authenticated and delivered in such new
      name.

     

    (j)           Each
      Holder of a Security agrees to indemnify the Company and the Trustee against
      any
      liability that may result from the transfer, exchange or assignment of such
      Holder’s Security in violation of any provision of this Indenture and/or
      applicable United States federal or state securities laws.

     

    (k)           The
      Trustee shall have no obligation or duty to monitor, determine or inquire as
      to
      compliance with any restrictions on transfer imposed under this Indenture or
      under applicable law with respect to any transfer of any interest in any
      Security other than to require delivery of such certificates and other
      documentation or evidence as are expressly required by, and to do so if and
      when
      expressly required by the terms of, this Indenture, and to examine the same
      to
      determine substantial compliance as to form with the express requirements
      hereof.

     

    (l)           Neither
      the Trustee nor any agent of the Trustee shall have any responsibility for
      any
      actions taken or not taken by the Depositary.

     

    Section
      3.07            Mutilated,
      Destroyed, Lost and Stolen Securities.

    


    (a)           If
      (i) any mutilated Security is surrendered to the Trustee at its Corporate Trust
      Office or (ii) the Company and the Trustee receive evidence to their
      satisfaction of the destruction, loss or theft of any Security, and there is
      delivered to the Company and the Trustee security or indemnity satisfactory
      to
      them to save each of them and any Paying Agent harmless, and neither the Company
      nor the Trustee receives notice that such Security has been acquired by a
      protected purchaser, then the Company shall execute and upon Company Order
      the
      Trustee shall authenticate and deliver, in exchange for or in lieu of any such
      mutilated, destroyed, lost or stolen Security, a new Security of the same series
      and of like tenor, form, terms and principal amount, bearing a number not
      contemporaneously outstanding, that neither gain nor loss in interest shall
      result from such exchange or substitution.

     

    (b)           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 the amount due on such Security in accordance with
      its terms.


    
      
        
        

      

      
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    (c)           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 respect thereto and any other expenses (including the fees
      and
      expenses of the Trustee) connected therewith.

     

    (d)           Every
      new Security of any series issued pursuant to this Section 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.

     

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

     

    Section
      3.08            Payment
      of Interest; Interest Rights Preserved.

    


    (a)           Interest
      on any Security that is payable and is punctually paid or duly provided for
      on
      any Interest Payment Date shall be paid to the Person in whose name such
      Security (or one or more Predecessor Securities) is registered at the close
      of
      business on the Record Date for such interest notwithstanding the cancellation
      of such Security upon any transfer or exchange subsequent to the Record
      Date.  Payment of interest on Securities shall be made at the
      Corporate Trust Office (except as otherwise specified pursuant to Section 3.01)
      or, at the option of the Company, by check mailed to the address of the Person
      entitled thereto as such address shall appear in the Register or, if provided
      pursuant to Section 3.01 and in accordance with arrangements satisfactory to
      the
      Trustee, at the option of the Holder by wire transfer to an account designated
      by the Holder.

     

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

     

    (i)              The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names such Securities (or their respective Predecessor Securities) are
      registered at the close of business on a special record date for the payment
      of
      such Defaulted Interest (a “Special Record Date”), which shall be fixed in the
      following manner.  The Company shall notify the Trustee in writing of
      the amount of Defaulted Interest proposed to be paid on each such Security
      and
      the date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the proposed
      payment, such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this clause
      provided.  Thereupon the Trustee shall fix a Special Record Date for
      the payment of such


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    Defaulted
      Interest which shall be not more than 15 calendar days and not less than 10
      calendar days prior to the date of the proposed payment and not less than 10
      calendar days after the receipt by the Trustee of the notice of the proposed
      payment.  The Trustee shall promptly notify the Company of such
      Special Record Date and, in the name and at the expense of the Company, shall
      cause notice of the proposed payment of such Defaulted Interest and the Special
      Record Date therefor to be mailed, first-class postage prepaid, to the Holders
      of such Securities at their addresses as they appear in the Register, not less
      than 10 calendar days prior to such Special Record Date.  Notice of
      the proposed payment of such Defaulted Interest and the Special Record Date
      therefor having been mailed as aforesaid, such Defaulted Interest shall be
      paid
      to the Persons in whose names such Securities (or their respective Predecessor
      Securities) are registered at the close of business on such Special Record
      Date
      and shall no longer be payable pursuant to the following clause
      (ii).

     

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

     

    (c)           Subject
      to the provisions set forth herein relating to Record Dates, each Security
      delivered pursuant to any provision of this Indenture in exchange or
      substitution for, or upon registration of transfer of, any other Security shall
      carry all the rights to interest accrued and unpaid, and to accrue, which were
      carried by such other Security.

     

    Section
      3.09            Cancellation.  Unless
      otherwise specified pursuant to Section 3.01 for Securities of any series,
      all
      Securities surrendered for payment, redemption, registration of transfer or
      exchange or credit against any sinking fund or otherwise shall, if surrendered
      to any Person other than the Trustee, be delivered to the Trustee for
      cancellation and shall be promptly canceled by it and, if surrendered to the
      Trustee, shall be promptly canceled by it.  The Company may at any
      time deliver to the Trustee for cancellation any Securities previously
      authenticated and delivered hereunder that the Company may have acquired in
      any
      manner whatsoever, and all Securities so delivered shall be promptly canceled
      by
      the Trustee.  No Securities shall be authenticated in lieu of or in
      exchange for any Securities canceled as provided in this Section, except as
      expressly permitted by this Indenture.  The Trustee shall dispose of
      all canceled Securities held by it in accordance with its then customary
      procedures and deliver a certificate of such disposal to the
      Company.  The acquisition of any Securities by the Company shall not
      operate as a redemption or satisfaction of the Indebtedness represented thereby
      unless and until such Securities are surrendered to the Trustee for
      cancellation.

    


    Section
      3.10            Computation
      of Interest.  Except as otherwise specified pursuant to Section
      3.01 for Securities of any series, interest on the Securities of each series
      shall be computed on the basis of a 360-day year of twelve 30-day
      months.


    
      
        
        

      

      
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    Section
      3.11            Currency
      of Payments in Respect of Securities.

    


    (a)           Except
      as otherwise specified pursuant to Section 3.01 for Securities of any series,
      payment of the principal of and premium, if any, and interest on Securities
      of
      such series will be made in U.S. Dollars.

     

    (b)           For
      purposes of any provision of the Indenture where the Holders of Outstanding
      Securities may perform an action that requires that a specified percentage
      of
      the Outstanding Securities of all series perform such action and for purposes
      of
      any decision or determination by the Trustee of amounts due and unpaid for
      the
      principal of and premium, if any, and interest on the Securities of all series
      in respect of which moneys are to be disbursed ratably, the principal of and
      premium, if any, and interest on the Outstanding Securities denominated in
      a
      Foreign Currency will be the amount in U.S. Dollars based upon exchange rates,
      determined as specified pursuant to Section 3.01 for Securities of such series,
      as of the date for determining whether the Holders entitled to perform such
      action have performed it or as of the date of such decision or determination
      by
      the Trustee, as the case may be.

     

    (c)           Any
      decision or determination to be made regarding exchange rates shall be made
      by
      an agent appointed by the Company; provided, that such agent shall accept such
      appointment in writing and the terms of such appointment shall, in the opinion
      of the Company at the time of such appointment, require such agent to make
      such
      determination by a method consistent with the method provided pursuant to
      Section 3.01 for the making of such decision or determination.  All
      decisions and determinations of such agent regarding exchange rates shall in
      the
      absence of manifest error, be conclusive for all purposes and irrevocably
      binding upon the Company, the Trustee and all Holders of the
      Securities.

     

    Section
      3.12            Judgments.  The
      Company may provide pursuant to Section 3.01 for Securities of any series that
      (a) the obligation, if any, of the Company to pay the principal of, premium,
      if
      any, and interest on the Securities of any series in a Foreign Currency or
      U.S.
      Dollars (the “Designated Currency”) as may be specified pursuant to Section 3.01
      is of the essence and agrees that, to the fullest extent possible under
      applicable law, judgments in respect of such Securities shall be given in the
      Designated Currency; (b) the obligation of the Company to make payments in
      the
      Designated Currency of the principal of and premium, if any, and interest on
      such Securities shall, notwithstanding any payment in any other Currency
      (whether pursuant to a judgment or otherwise), be discharged only to the extent
      of the amount in the Designated Currency that the Holder receiving such payment
      may, in accordance with normal banking procedures, purchase with the sum paid
      in
      such other Currency (after any premium and cost of exchange) on the business
      day
      in the country of issue of the Designated Currency or in the international
      banking community (in the case of a composite currency) immediately following
      the day on which such Holder receives such payment; (c) if the amount in the
      Designated Currency that may be so purchased for any reason falls short of
      the
      amount originally due, the Company shall pay such additional amounts as may
      be
      necessary to compensate for such shortfall; and (d) any obligation of the
      Company  not discharged by such payment shall be due as a separate and
      independent obligation and, until discharged as provided herein, shall continue
      in full force and effect.


    
      
        
        

      

      
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    Section
      3.13            CUSIP
      Numbers.  The Company in issuing any Securities may use CUSIP,
      ISIN or other similar numbers, if then generally in use, and thereafter with
      respect to such series, the Trustee may use such numbers in any notice of
      redemption or exchange with respect to such series 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 identification
      numbers printed on the Securities, and any such redemption shall not be affected
      by any defect in or omission of such numbers.  The Company will
      promptly notify the Trustee in writing of any change in the CUSIP, ISIN or
      other
      similar numbers.

    


    ARTICLE
      IV

     

    REDEMPTION
      OF SECURITIES

     

    Section
      4.01            Applicability
      of Right of Redemption. Redemption of Securities (other than pursuant
      to a sinking fund, amortization or analogous provision) permitted by the terms
      of any series of Securities shall be made (except as otherwise specified
      pursuant to Section 3.01 for Securities of any series) in accordance with this
      Article; provided, however, that if any such terms of a series of Securities
      shall conflict with any provision of this Article, the terms of such series
      shall govern.

    


    Section
      4.02            Selection
      of Securities to be Redeemed.

    


    (a)           If
      the Company shall at any time elect to redeem all or any portion of the
      Securities of a series then Outstanding, it shall at least 45 days prior to
      the
      Redemption Date fixed by the Company (unless a shorter period shall be
      satisfactory to the Trustee) notify the Trustee of such Redemption Date and
      of
      the principal amount of Securities to be redeemed, and thereupon the Trustee
      shall select, by lot or in such other manner as the Trustee shall deem
      appropriate and fair and which may provide for the selection for redemption
      of a
      portion of the principal amount of any Security of such series; provided that
      the unredeemed portion of the principal amount of any Security shall be in
      an
      authorized denomination (which shall not be less than the minimum authorized
      denomination) for such Security.  In any case where more than one
      Security of such series is registered in the same name, the Trustee may treat
      the aggregate principal amount so registered as if it were represented by one
      Security of such series.  The Trustee shall, as soon as practicable,
      notify the Company in writing of the Securities and portions of Securities
      so
      selected.

     

    (b)           For
      all purposes of this Indenture, unless the context otherwise requires, all
      provisions relating to the redemption of Securities shall relate, in the case
      of
      any Security redeemed or to be redeemed only in part, to the portion of the
      principal amount of such Security that has been or is to be
      redeemed.  If the Company shall so direct, Securities registered in
      the name of the Company, any Affiliate or any Subsidiary thereof shall not
      be
      included in the Securities selected for redemption.


    
      
        
        

      

      
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    Section
      4.03            Notice
      of Redemption.

    


    (a)           Notice
      of redemption shall be given by the Company or, at the Company’s request, by the
      Trustee in the name and at the expense of the Company, not less than 30 nor
      more
      than 60 days prior to the Redemption Date, to the Holders of Securities of
      any
      series to be redeemed in whole or in part pursuant to this Article, in the
      manner provided in Section 16.04.  Any notice so given shall be
      conclusively presumed to have been duly given, whether or not the Holder
      receives such notice.  Failure to give such notice, or any defect in
      such notice to the Holder of any Security of a series designated for redemption,
      in whole or in part, shall not affect the sufficiency of any notice of
      redemption with respect to the Holder of any other Security of such
      series.

     

    (b)           All
      notices of redemption shall identify the Securities to be redeemed (including
      CUSIP, ISIN or other similar numbers, if available) and shall
      state:

     

    (i)              such
      election by the Company to redeem Securities of such series pursuant to
      provisions contained in this Indenture or the terms of the Securities of such
      series or a supplemental indenture establishing such series, if such be the
      case;

     

    (ii)              the
      Redemption Date;

     

    (iii)              the
      Redemption Price;

     

    (iv)              if
      less than all Outstanding Securities of any series are to be redeemed, the
      identification (and, in the case of partial redemption, the principal amounts)
      of the Securities of such series to be redeemed;

     

    (v)              that
      on the Redemption Date the Redemption Price will become due and payable upon
      each such Security to be redeemed, and that, if applicable, interest thereon
      shall cease to accrue on and after said date;

     

    (vi)              the
      Place or Places of Payment where such Securities are to be surrendered for
      payment of the Redemption Price; and

     

    (vii)              that
      the redemption is for a sinking fund, if such is the case;

     

    Section
      4.04            Deposit
      of Redemption Price.  On or prior to 11:00 a.m., New York City
      time, on the Redemption Date for any Securities, the Company shall deposit
      with
      the Trustee or with a Paying Agent (or, if the Company is acting as its own
      Paying Agent, segregate and hold in trust as provided in Section 6.03) an amount
      of money in the Currency in which such Securities are denominated (except as
      provided pursuant to Section 3.01) sufficient to pay the Redemption Price of
      such Securities or any portions thereof that are to be redeemed on that
      date.

    


    Section
      4.05            Securities
      Payable on Redemption Date.  Notice of redemption having
      been given as aforesaid, any Securities so to be redeemed shall, on the
      Redemption Date, become due and payable at the Redemption Price and from and
      after such date (unless the Company shall Default in the payment of the
      Redemption Price) such Securities shall cease to bear interest.


    
      
        
        

      

      
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    Upon
      surrender of any such Security for redemption in accordance with said notice,
      such Security shall be paid by the Company at the Redemption Price; provided,
      however, that (unless otherwise provided pursuant to Section 3.01) installments
      of interest that have a Stated Maturity on or prior to the Redemption Date
      for
      such Securities shall be payable according to the terms of such Securities and
      the provisions of Section 3.08.

    


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

     

    Section
      4.06            Securities
      Redeemed in Part.  Any Security that is to be redeemed only in
      part shall be surrendered at the Corporate Trust Office or such other office
      or
      agency of the Company as is specified pursuant to Section 3.01 with, if the
      Company, the Registrar or the Trustee so requires, due endorsement by, or a
      written instrument of transfer in form satisfactory to the Company, the
      Registrar and the Trustee duly executed by the Holder thereof or his, her or
      its
      attorney duly authorized in writing, and the Company shall execute, and the
      Trustee shall authenticate and deliver to the Holder of such Security without
      service charge, a new Security or Securities of the same series, of like tenor
      and form, of any authorized denomination as requested by such Holder in
      aggregate principal amount equal to and in exchange for the unredeemed portion
      of the principal of the Security so surrendered.  In the case of a
      Security providing appropriate space for such notation, at the option of the
      Holder thereof, the Trustee, in lieu of delivering a new Security or Securities
      as aforesaid, may make a notation on such Security of the payment of the
      redeemed portion thereof.

    


    ARTICLE
      V

     

    SINKING
      FUNDS

     

    Section
      5.01            Applicability
      of Sinking Fund.

    


    (a)           Redemption
      of Securities permitted or required pursuant to a sinking fund for the
      retirement of Securities of a series by the terms of such series of Securities
      shall be made in accordance with such terms of such series of Securities and
      this Article, except as otherwise specified pursuant to Section 3.01 for
      Securities of such series, provided, however, that if any such terms of a series
      of Securities shall conflict with any provision of this Article, the terms
      of
      such series shall govern.

     

    (b)           The
      minimum amount of any sinking fund payment provided for by the terms of
      Securities of any series is herein referred to as a “Mandatory Sinking Fund
      Payment,” and any payment in excess of such minimum amount provided for by the
      terms of Securities of any series is herein referred to as an “Optional Sinking
      Fund Payment.”  If provided for by the terms of Securities of any
      series, the cash amount of any Mandatory Sinking Fund Payment may be subject
      to
      reduction as provided in Section 5.02.

     

    Section
      5.02            Mandatory
      Sinking Fund Obligation.  The Company may, at its option, satisfy
      any Mandatory Sinking Fund Payment obligation, in whole or in part, with respect
      to a particular series of Securities by (a) delivering to the Trustee Securities
      of such series in


    
      
        
        

      

      
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    transferable
      form theretofore purchased or otherwise acquired by the Company or redeemed
      at
      the election of the Company pursuant to Section 4.03 or (b) receiving credit
      for
      Securities of such series (not previously so credited) acquired by the Company
      and theretofore delivered to the Trustee.  The Trustee shall credit
      such Mandatory Sinking Fund Payment obligation with an amount equal to the
      Redemption Price specified in such Securities for redemption through operation
      of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall
      be reduced accordingly.  If the Company shall elect to so satisfy any
      Mandatory Sinking Fund Payment obligation, it shall deliver to the Trustee
      not
      less than 45 days prior to the relevant sinking fund payment date a written
      notice signed on behalf of the Company by its Chairman of the Board of
      Directors, its President, one of its Vice Presidents, its Treasurer or one
      of
      its Assistant Treasurers, which shall designate the Securities (and portions
      thereof, if any) so delivered or credited and which shall be accompanied by
      such
      Securities (to the extent not theretofore delivered) in transferable
      form.  In case of the failure of the Company, at or before the time so
      required, to give such notice and deliver such Securities the Mandatory Sinking
      Fund Payment obligation shall be paid entirely in moneys.

    


    Section
      5.03            Optional
      Redemption at Sinking Fund Redemption Price.  In addition to the
      sinking fund requirements of Section 5.02, to the extent, if any, provided
      for
      by the terms of a particular series of Securities, the Company may, at its
      option, make an Optional Sinking Fund Payment with respect to such
      Securities.  Unless otherwise provided by such terms, (a) to the
      extent that the right of the Company to make such Optional Sinking Fund Payment
      shall not be exercised in any year, it shall not be cumulative or carried
      forward to any subsequent year, and (b) such optional payment shall operate
      to
      reduce the amount of any Mandatory Sinking Fund Payment obligation as to
      Securities of the same series.  If the Company intends to exercise its
      right to make such optional payment in any year it shall deliver to the Trustee
      not less than 45 days prior to the relevant sinking fund payment date a
      certificate signed by its Chairman of the Board of Directors, its President,
      one
      of its Vice Presidents, its Treasurer or one of its Assistant Treasurers stating
      that the Company will exercise such optional right, and specifying the amount
      which the Company will pay on or before the next succeeding sinking fund payment
      date.  Such certificate shall also state that no Event of Default has
      occurred and is continuing.

    


    Section
      5.04            Application
      of Sinking Fund Payment.

    


    (a)           If
      the sinking fund payment or payments made in funds pursuant to either Section
      5.02 or 5.03 with respect to a particular series of Securities plus any unused
      balance of any preceding sinking fund payments made in funds with respect to
      such series shall exceed $50,000 (or a lesser sum if the Company shall so
      request, or such equivalent sum for Securities denominated other than in U.S.
      Dollars), it shall be applied by the Trustee on the sinking fund payment date
      next following the date of such payment, unless the date of such payment shall
      be a sinking fund payment date, in which case such payment shall be
      applied on such sinking fund payment date, to the redemption of Securities
      of such series at the redemption price specified pursuant to Section
      4.03(b).  The Trustee shall select, in the manner provided in Section
      4.02, for redemption on such sinking fund payment date, a sufficient
      principal amount of Securities of such series to absorb said funds, as nearly
      as
      may be, and shall, at the expense and in the name of the Company, thereupon
      cause notice of redemption of the Securities to be given in substantially the
      manner provided in Section 4.03(a) for the redemption of Securities in part
      at
      the option of the Company, except that the notice of redemption shall also
      state
      that the


    
      
        
        

      

      
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    Securities
      are being redeemed for the sinking fund.  Any sinking fund moneys not
      so applied by the Trustee to the redemption of Securities of such series shall
      be added to the next sinking fund payment received in funds by the Trustee
      and,
      together with such payment, shall be applied in accordance with the provisions
      of this Section 5.04.  Any and all sinking fund moneys held by the
      Trustee on the last sinking fund payment date with respect to Securities of
      such
      series, and not held for the payment or redemption of particular Securities
      of
      such series, shall be applied by the Trustee to the payment of the principal
      of
      the Securities of such series at Maturity.

     

    (b)           On
      or prior to each sinking fund payment date, the Company shall pay to the Trustee
      a sum equal to all interest accrued to but not including the date fixed for
      redemption on Securities to be redeemed on such sinking fund payment date
      pursuant to this Section 5.04.

     

    (c)           The
      Trustee shall not redeem any Securities of a series with sinking fund moneys
      or
      mail any notice of redemption of Securities of such series by operation of
      the
      sinking fund during the continuance of a Default in payment of interest on
      any
      Securities of such series or of any Event of Default (other than an Event of
      Default occurring as a consequence of this paragraph) of which the Trustee
      has
      actual knowledge, except that if the notice of redemption of any Securities
      of such series shall theretofore have been mailed in accordance with the
      provisions hereof, the Trustee shall redeem such Securities if funds sufficient
      for that purpose shall be deposited with the Trustee in accordance with the
      terms of this Article.  Except as aforesaid, any moneys in the sinking
      fund at the time any such Default or Event of Default shall occur and any moneys
      thereafter paid into the sinking fund shall, during the continuance of such
      Default or Event of Default, be held as security for the payment of all the
      Securities of such series; provided, however, that in case such Default or
      Event
      of Default shall have been cured or waived as provided herein, such moneys
      shall
      thereafter be applied on the next sinking fund payment date on which such
      moneys are required to be applied pursuant to the provisions of this Section
      5.04.

     

    ARTICLE
      VI

     

    PARTICULAR
      COVENANTS OF THE COMPANY

     

    The
      Company hereby covenants and agrees as follows:

     

    Section
      6.01            Payments
of Securities.  The Company will duly and punctually pay
      the principal of and premium, if any, on each series of Securities, and the
      interest which shall have accrued thereon, at the dates and place and in the
      manner provided in the Securities and in this Indenture.

    


    Section
      6.02            Paying
      Agent.

    


    (a)           The
      Company will maintain in each Place of Payment for any series of Securities,
      if
      any, an office or agency where Securities may be presented or surrendered for
      payment, where Securities of such series may be surrendered for registration
      of
      transfer or exchange and where notices and demands to or upon the Company in
      respect of the Securities and this Indenture may be served (the “Paying
      Agent”).  The Company will give prompt written

     


    
      
        
        

      

      
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    notice
      to the Trustee of the location, and any change in the location, of such office
      or agency.  If at any time the Company shall fail to maintain any such
      required office or agency or shall fail to furnish the Trustee with the address
      thereof, such presentations, surrenders, notices and demands may be made or
      served at the Corporate Trust Office of the Trustee, and the Company hereby
      appoints the Trustee as Paying Agent to receive all presentations, surrenders,
      notices and demands.

     

    (b)           The
      Company may also from time to time designate different or additional offices
      or
      agencies where the Securities of any series may be presented or surrendered
      for
      any or all such purposes (in or outside of such Place of Payment), and may
      from
      time to time rescind any such designations; provided, however, that no such
      designation or rescission shall in any manner relieve the Company of its
      obligations described in the preceding paragraph.  The Company will
      give prompt written notice to the Trustee of any such additional designation
      or
      rescission of designation and of any change in the location of any such
      different or additional office or agency.  The Company shall enter
      into an appropriate agency agreement with any Paying Agent not a party to this
      Indenture.  The agreement shall implement the provisions of this
      Indenture that relate to such agent.  The Company shall notify the
      Trustee of the name and address of each such agent.  The Company or
      any Affiliate thereof may act as Paying Agent.

     

    Section
      6.03            To
      Hold Payment in Trust.

    


    (a)           If
      the Company or an Affiliate thereof shall at any time act as Paying Agent with
      respect to any series of Securities, then, on or before the date on which the
      principal of and premium, if any, or interest on any of the Securities of that
      series by their terms or as a result of the calling thereof for redemption
      shall become payable, the Company or such Affiliate will segregate and hold
      in
      trust for the benefit of the Holders of such Securities or the Trustee a sum
      sufficient to pay such principal and premium, if any, or interest which shall
      have so become payable until such sums shall be paid to such Holders or
      otherwise disposed of as herein provided, and will notify the Trustee of its
      action or failure to act in that regard.  Upon any proceeding under
      any federal bankruptcy laws with respect to the Company or any Affiliate
      thereof, if the Company or such Affiliate is then acting as Paying Agent, the
      Trustee shall replace the Company or such Affiliate as Paying
      Agent.

     

    (b)           If
      the Company shall appoint, and at the time have, a Paying Agent for the payment
      of the principal of and premium, if any, or interest on any series of
      Securities, then prior to 11:00 a.m., New York City time, on the date on which
      the principal of and premium, if any, or interest on any of the Securities
      of that series shall become payable as aforesaid, whether by their terms or
      as a result of the calling thereof for redemption, the Company will deposit
      with
      such Paying Agent a sum sufficient to pay such principal and premium, if any,
      or
      interest, such sum to be held in trust for the benefit of the Holders of such
      Securities or the Trustee, and (unless such Paying Agent is the Trustee), the
      Company or any other obligor of such Securities will promptly notify the Trustee
      of its payment or failure to make such payment.

     

    (c)           If
      the Paying Agent shall be other than the Trustee, the Company will cause such
      Paying Agent to execute and deliver to the Trustee an instrument in which such
      Paying Agent shall agree with the Trustee, subject to the provisions of this
      Section 6.03, that such Paying Agent shall:


    
      
        
        

      

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

     

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

     

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

     

    (d)           Anything
      in this Section 6.03 to the contrary notwithstanding, the Company may at any
      time, for the purpose of obtaining a release, satisfaction or discharge of
      this
      Indenture or for any other reason, pay or cause to be paid to the Trustee all
      sums held in trust by the Company or by any Paying Agent other than the Trustee
      as required by this Section 6.03, such sums to be held by the Trustee upon
      the
      same trusts as those upon which such sums were held by the Company or such
      Paying Agent.

     

    (e)           Any
      money deposited with the Trustee or any Paying Agent, or then held by the
      Company, in trust for the payment of the principal of and premium, if any,
      or
      interest on any Security of any series and remaining unclaimed for two years
      after such principal and premium, if any, or interest has become due and payable
      shall be paid to the Company upon Company Order along with any interest that
      has
      accumulated thereon as a result of such money being invested at the direction
      of
      the Company, or (if then held by the Company) shall be discharged from such
      trust, and the Holder of such Security shall thereafter, as an unsecured general
      creditor, look only to the Company for payment of such amounts without interest
      thereon, and all liability of the Trustee or such Paying Agent with respect
      to
      such trust money, and all liability of the Company as trustee thereof, shall
      thereupon cease; provided, however, that the Trustee or such Paying Agent before
      being required to make any such repayment, may at the expense of the Company
      cause to be published once, in a newspaper published in the English language,
      customarily published on each Business Day and of general circulation in The
      City of New York, notice that such money remains unclaimed and that, after
      a
      date specified therein, which shall not be less than 30 days from the date
      of
      such publication, any unclaimed balance of such money then remaining will be
      repaid to the Company.

     

    Section
      6.04            Merger,
      Consolidation and Sale of Assets.  Except as otherwise provided as
      contemplated by Section 3.01 with respect to any series of
      Securities:

    


    (a)           The
      Company will not consolidate with any other entity or accept a merger of any
      other entity into the Company or permit the Company to be merged into any other
      entity, or sell other than for cash or lease all or substantially all its assets
      to another entity, or purchase all or substantially all the assets of another
      entity, unless (i) either the Company shall be the continuing entity, or the
      successor, transferee or lessee entity (if other than the Company) shall
      expressly assume, by indenture supplemental hereto, executed and delivered
      by such entity


    
      
        
        

      

      
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    prior
      to or simultaneously with such consolidation, merger, sale or lease, the due
      and
      punctual payment of the principal of and interest and premium, if any, on all
      the Securities, according to their tenor, and the due and punctual performance
      and observance of all other obligations to the Holders and the Trustee under
      this Indenture or under the Securities to be performed or observed by the
      Company; and (ii) immediately after such consolidation, merger, sale, lease
      or
      purchase the Company or the successor, transferee or lessee entity (if other
      than the Company) would not be in Default in the performance of any covenant
      or
      condition of this Indenture.  A purchase by a Subsidiary of all or
      substantially all of the assets of another entity shall not be deemed to be
      a
      purchase of such assets by the Company.

     

    (b)           Upon
      any consolidation with or merger into any other entity, or any sale other than
      for cash, or any conveyance or lease of all or substantially all of the assets
      of the Company in accordance with this Section 6.04, the successor entity formed
      by such consolidation or into or with which the Company is merged or to which
      the Company is sold or to which such conveyance, transfer or lease 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
      entity had been named as the Company herein, and thereafter, except in the
      case
      of a lease, the predecessor Company shall be relieved of all obligations and
      covenants under this Indenture and the Securities, and from time to time such
      entity may exercise each and every right and power of the Company under this
      Indenture, in the name of the Company, or in its own name; and any act or
      proceeding by any provision of this Indenture required or permitted to be done
      by the Board of Directors or any officer of the Company may be done with like
      force and effect by the like board or officer of any entity that shall at the
      time be the successor of the Company hereunder.  In the event of any
      such sale or conveyance, but not any such lease, the Company (or any successor
      entity which shall theretofore have become such in the manner described in
      this
      Section 6.04) shall be discharged from all obligations and covenants under
      this
      Indenture and the Securities and may thereupon be dissolved and
      liquidated.

     

    Section
      6.05            Compliance
      Certificate.  Except as otherwise provided as contemplated by
      Section 3.01 with respect to any series of Securities, the Company shall furnish
      to the Trustee annually, within 120 days after the end of each fiscal year,
      a
      brief certificate from the principal executive officer, principal financial
      officer, principal accounting officer, or vice president and treasurer as to
      his
      or her knowledge of the Company’s compliance with all conditions and covenants
      under this Indenture (which compliance shall be determined without regard to
      any
      period of grace or requirement of notice provided under this Indenture) and,
      in
      the event of any Default, specifying each such Default and the nature and status
      thereof of which such person may have knowledge.  Such certificates
      need not comply with Section 16.01 of this Indenture.

    


    Section
      6.06            Conditional
      Waiver by Holders of Securities.  Anything in this
      Indenture to the contrary notwithstanding, the Company may fail or omit in
      any
      particular instance to comply with a covenant or condition set forth herein
      with
      respect to any series of Securities if the Company shall have obtained and
      filed
      with the Trustee, prior to the time of such failure or omission, evidence (as
      provided in Article VIII) of the consent of the Holders of a majority in
      aggregate principal amount of the Securities of such series at the time
      Outstanding, either waiving such compliance in such instance or generally
      waiving compliance with such covenant or condition, but no such waiver shall
      extend to or affect such covenant or condition except to the extent so expressly
      waived, or impair any right consequent thereon and, until such
      waiver


    
      
        
        

      

      
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    shall
      have become effective, the obligations of the Company and the duties of the
      Trustee in respect of any such covenant or condition shall remain in full force
      and effect.

    


    Section
      6.07            Statement
      by Officers as to Default.  The Company shall deliver to
      the Trustee as soon as possible and in any event within 30 days after the
      Company becomes aware of the occurrence of any Event of Default or an event
      which, with the giving of notice or the lapse of time or both, would constitute
      an Event of Default, an Officer’s Certificate setting forth the details of such
      Event of Default or Default and the action which the Company proposes to take
      with respect thereto.

    


    ARTICLE
      VII

     

    REMEDIES
      OF TRUSTEE AND SECURITYHOLDERS

     

    Section
      7.01            Events
      of Default.  Except where otherwise indicated by the context or
      where the term is otherwise defined for a specific purpose, the term “Event of
      Default” as used in this Indenture with respect to Securities of any series
      shall mean one of the following described events unless it is either
      inapplicable to a particular series or it is specifically deleted or modified
      in
      the manner contemplated in Section 3.01:

    


    (a)           the
      failure of the Company to pay any installment of interest on any Security of
      such series when and as the same shall become payable, which failure shall
      have
      continued unremedied for a period of 30 days;

     

    (b)           the
      failure of the Company to pay the principal of (and premium, if any, on) any
      Security of such series, when and as the same shall become payable, whether
      at
      Maturity as therein expressed, by call for redemption (otherwise than pursuant
      to a sinking fund), by declaration as authorized by this Indenture or
      otherwise;

     

    (c)           the
      failure of the Company to pay a sinking fund installment, if any, when and
      as
      the same shall become payable by the terms of a Security of such series, which
      failure shall have continued unremedied for a period of 30 days;

     

    (d)           the
      failure of the Company, subject to the provisions of Section 6.06, to perform
      any covenants or agreements contained in this Indenture (including any indenture
      supplemental hereto pursuant to which the Securities of such series were issued
      as contemplated by Section 3.01) (other than a covenant or agreement which
      has
      been expressly included in this Indenture solely for the benefit of a series
      of
      Securities other than that series and other than a covenant or agreement a
      default in the performance of which is elsewhere in this Section 7.01
      specifically addressed), which failure shall not have been remedied, or without
      provision deemed to be adequate for the remedying thereof having been made,
      for
      a period of 90 days after written notice shall have been given to the Company
      by
      the Trustee or shall have been given to the Company and the Trustee by Holders
      of 25% or more in aggregate principal amount of the Securities of such series
      then Outstanding, specifying such failure, requiring the Company to remedy
      the
      same and stating that such notice is a “Notice of Default”
hereunder;

     

    (e)           the
      entry by a court having jurisdiction in the premises of a decree or order for
      relief in respect of the Company in an involuntary case under the federal
      bankruptcy


    
      
        
        

      

      
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    laws,
      as now or hereafter constituted, or any other applicable federal or state
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
      (or similar official) of the Company or of substantially all the property of
      the
      Company or ordering the winding-up or liquidation of its affairs and such decree
      or order shall remain unstayed and in effect for a period of 90 consecutive
      days;

     

    (f)           the
      commencement by the Company of a voluntary case under the federal bankruptcy
      laws, as now or hereafter constituted, or any other applicable federal or state
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      the
      consent by the Company to the entry of an order for relief in an involuntary
      case under any such law, or the consent by the Company to the appointment of
      or
      taking possession by a receiver, liquidator, assignee, trustee, custodian or
      sequestrator (or similar official) of the Company or of substantially all the
      property of the Company or the making by it of an assignment for the benefit
      of
      creditors or the admission by it in writing of its inability to pay its debts
      generally as they become due, or the taking of corporate action by the Company
      in furtherance of any action; or

     

    (g)           the
      occurrence of any other Event of Default with respect to Securities of such
      series as provided in Section 3.01;

     

    provided,
      however, that no event described in clause (d) or (other than with respect
      to a
      payment default) (g) above shall constitute an Event of Default hereunder until
      a Responsible Officer assigned to and working in the Trustee’s corporate trust
      department has actual knowledge thereof or until a written notice of any such
      event is received by the Trustee at the Corporate Trust Office, and such notice
      refers to the facts underlying such event, the Securities generally, the Company
      and the Indenture.

     

    Notwithstanding
      the foregoing provisions of this Section 7.01, if the principal or any premium
      or interest on any Security is payable in a Currency other than the Currency
      of
      the United States and such Currency is not available to the Company for making
      payment thereof due to the imposition of exchange controls or other
      circumstances beyond the control of the Company, the Company will be entitled
      to
      satisfy its obligations to Holders of the Securities by making such payment
      in
      the Currency of the United States in an amount equal to the Currency of the
      United States equivalent of the amount payable in such other Currency, as
      determined by the Trustee by reference to the noon buying rate in The City
      of
      New York for cable transfers for such Currency (“Exchange Rate”), as such
      Exchange Rate is reported or otherwise made available by the Federal Reserve
      Bank of New York on the date of such payment, or, if such rate is not then
      available, on the basis of the most recently available Exchange
      Rate.  Notwithstanding the foregoing provisions of this Section 7.01,
      any payment made under such circumstances in the Currency of the United States
      where the required payment is in a Currency other than the Currency of the
      United States will not constitute an Event of Default under this
      Indenture.

     

    Section
      7.02            Acceleration;
      Recission and Annulment.

    


    (a)           Except
      as otherwise provided as contemplated by Section 3.01 with respect to any series
      of Securities, if any one or more of the above-described Events of
      Default


    
      
        
        

      

      
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    (other
      than an Event of Default specified in Section 7.01(e) or 7.01(f)) shall happen
      with respect to Securities of any series at the time Outstanding, then, and
      in
      each and every such case, during the continuance of any such Event of Default,
      the Trustee or the Holders of 25% or more in principal amount of the Securities
      of such series then Outstanding may declare the principal (or, if the Securities
      of that series are Original Issue Discount Securities, such portion of the
      principal amount as may be specified in the terms of that series) of and all
      accrued but unpaid interest on all the Securities of such series then
      Outstanding to be due and payable immediately by a notice in writing to the
      Company (and to the Trustee if given by Holders), and upon any such declaration
      such principal amount (or specified amount) shall become immediately due and
      payable.  If an Event of Default specified in Section 7.01(e) or
      7.01(f) occurs and is continuing, then in every such case, the principal amount
      of all of the Securities of that series then Outstanding shall automatically,
      and without any declaration or any other action on the part of the Trustee
      or
      any Holder, become due and payable immediately.  Upon payment of such
      amounts in the Currency in which such Securities are denominated (subject
      to Section 7.01 and except as otherwise provided pursuant to Section 3.01),
      all
      obligations of the Company in respect of the payment of principal of and
      interest on the Securities of such series shall terminate.

     

    (b)           The
      provisions of Section 7.02(a), however, are subject to the condition that,
      at
      any time after the principal of all the Securities of such series, to which
      any
      one or more of the above-described Events of Default is applicable, shall have
      been so declared to be due and payable, and before a judgment or decree for
      payment of the money due has been obtained by the Trustee as hereinafter
      provided in this Article, the Event of Default giving rise to such declaration
      of acceleration shall, without further act, be deemed to have been waived,
      and
      such declaration and its consequences shall, without further act, be deemed
      to
      have been rescinded and annulled, if:

     

    (i)              the
      Company has paid or deposited with the Trustee or Paying Agent a sum in the
      Currency in which such Securities are denominated (subject to Section 7.01
      and
      except as otherwise provided pursuant to Section 3.01) sufficient to
      pay

     

    (A)              all
      amounts owing the Trustee and any predecessor trustee hereunder under Section
      11.01(a) (provided, however, that all sums payable under this clause (A) shall
      be paid in U.S. Dollars);

     

    (B)              all
      arrears of interest, if any, upon all the Securities of such series (with
      interest, to the extent that interest thereon shall be legally enforceable,
      on
      any overdue installment of interest at the rate borne by such Securities at
      the
      rate or rates prescribed therefor in such Securities); and

     

    (C)              the
      principal of and premium, if any, on any Securities of such series that have
      become due otherwise than by such declaration of acceleration and interest
      thereon;


    
      
        
        

      

      
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    (ii)                 every
      other Default and Event 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 7.06.

     

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

     

    (d)           For
      all purposes under this Indenture, if a portion of the principal of any Original
      Issue Discount Securities shall have been accelerated and declared due and
      payable pursuant to the provisions hereof, then, from and after such
      declaration, unless such declaration has been rescinded and annulled, the
      principal amount of such Original Issue Discount Securities shall be deemed,
      for
      all purposes hereunder, to be such portion of the principal thereof as shall
      be
      due and payable as a result of such acceleration, and payment of such portion
      of
      the principal thereof as shall be due and payable as a result of such
      acceleration, together with interest, if any, thereon and all other amounts
      owing thereunder, shall constitute payment in full of such Original Issue
      Discount Securities.

     

    Section
      7.03            Other
      Remedies.  If the Company shall fail for a period of 30 days to
      pay any installment of interest on the Securities of any series or shall fail
      to
      pay the principal of and premium, if any, on any of the Securities of such
      series when and as the same shall become due and payable, whether at Maturity,
      or by call for redemption (other than pursuant to the sinking fund), by
      declaration as authorized by this Indenture, or otherwise, or shall fail for
      a
      period of 30 days to make any required sinking fund payment as to a series
      of
      Securities, then, upon demand of the Trustee, the Company will pay to the Paying
      Agent for the benefit of the Holders of Securities of such series then
      Outstanding the whole amount which then shall have become due and payable on
      all
      the Securities of such series, with interest on the overdue principal and
      premium, if any, and (so far as the same may be legally enforceable) on the
      overdue installments of interest at the rate borne by the Securities of such
      series, and all amounts owing the Trustee and any predecessor trustee hereunder
      under Section 11.01(a).

    


    In
      case the Company shall fail forthwith to pay such amounts upon such demand,
      the
      Trustee, in its own name and as trustee of an express trust, shall be entitled
      and empowered to institute any action or proceeding at law or in equity for
      the
      collection of the sums so due and unpaid, and may prosecute any such action
      or
      proceeding to judgment or final decree, and may enforce any such judgment or
      final decree against the Company or any other obligor upon the Securities of
      such series, and collect the moneys adjudged or decreed to be payable out of
      the
      property of the Company or any other obligor upon the Securities of such series,
      wherever situated, in the manner provided by law.  Every recovery of
      judgment in any such action or other proceeding, subject to the payment to
      the
      Trustee of all amounts owing the Trustee and any predecessor trustee hereunder
      under Section 11.01(a), shall be for the ratable benefit of the Holders of
      such
      series of Securities which shall be the subject of such action or
      proceeding.  All rights of action upon or under any of the Securities
      or this Indenture may be enforced by the Trustee without the possession of
      any
      of the Securities and without the production of any thereof at any trial or
      any
      proceeding relative thereto.


    
      
        
        

      

      
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    Section
      7.04            Trustee
      as Attorney-in-Fact.  The Trustee is hereby appointed, and each
      and every Holder of the Securities, by receiving and holding the same, shall
      be
      conclusively deemed to have appointed the Trustee, the true and lawful
      attorney-in-fact of such Holder, with authority to make or file (whether or
      not
      the Company shall be in Default in respect of the payment of the principal
      of,
      or interest on, any of the Securities), in its own name and as trustee of an
      express trust or otherwise as it shall deem advisable, in any receivership,
      insolvency, liquidation, bankruptcy, reorganization or other judicial proceeding
      relative to the Company or any other obligor upon the Securities or to their
      respective creditors or property, any and all claims, proofs of claim, proofs
      of
      debt, petitions, consents, other papers and documents and amendments of any
      thereof, as may be necessary or advisable in order to have the claims of the
      Trustee and any predecessor trustee hereunder and of the Holders of the
      Securities allowed in any such proceeding and to collect and receive any moneys
      or other property payable or deliverable on any such claim, and to execute
      and
      deliver any and all other papers and documents and to do and perform any and
      all
      other acts and things, as it may deem necessary or advisable in order to enforce
      in any such proceeding any of the claims of the Trustee and any predecessor
      trustee hereunder and of any of such Holders in respect of any of the
      Securities; and any receiver, assignee, trustee, custodian or debtor in any
      such
      proceeding is hereby authorized, and each and every taker or Holder of the
      Securities, by receiving and holding the same, shall be conclusively deemed
      to
      have authorized any such receiver, assignee, trustee, custodian or debtor,
      to
      make any such payment or delivery only to or on the order of the Trustee, and
      to
      pay to the Trustee any amount due it and any predecessor trustee hereunder
      under
      Section 11.01(a); provided, however, that nothing herein contained shall be
      deemed to authorize or empower the Trustee to consent to or accept or adopt,
      on
      behalf of any Holder of Securities, any plan of reorganization or readjustment
      affecting the Securities or the rights of any Holder thereof, or to authorize
      or
      empower the Trustee to vote in respect of the claim of any Holder of any
      Securities in any such proceeding.

    


    Section
      7.05            Priorities.  Any
      moneys or properties collected by the Trustee with respect to a series of
      Securities under this Article VII shall be applied in the order following,
      at
      the date or dates fixed by the Trustee for the distribution of such moneys
      or
      properties and, in the case of the distribution of such moneys or properties
      on
      account of the Securities of any series, upon presentation of the Securities
      of
      such series, and stamping thereon the payment, if only partially paid, and
      upon
      surrender thereof, if fully paid:

    


    First:
      To the payment of all amounts due to the Trustee and any predecessor trustee
      hereunder under Section 11.01(a).

     

    Second:
      In case the principal of the Outstanding Securities of such series shall not
      have become due and be unpaid, to the payment of interest on the Securities
      of
      such series, in the chronological order of the Maturity of the installments
      of
      such interest, with interest (to the extent that such interest has been
      collected by the Trustee) upon the overdue installments of interest at the
      rate
      borne by such Securities, such payments to be made ratably to the Persons
      entitled thereto.

     

    Third:
      In case the principal of the Outstanding Securities of such series shall have
      become due, by declaration or otherwise, to the payment of the whole amount
      then
      owing and unpaid upon the Securities of such series for principal and premium,
      if any, and

     


    
      
        
        

      

      
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    interest,
      with interest on the overdue principal and premium, if any, and (to the extent
      that such interest has been collected by the Trustee) upon overdue installments
      of interest at the rate borne by the Securities of such series, and in case
      such
      moneys shall be insufficient to pay in full the whole amounts so due and unpaid
      upon the Securities of such series, then to the payment of such principal and
      premium, if any, and interest without preference or priority of principal and
      premium, if any, over interest, or of interest over principal and premium,
      if
      any, or of any installment of interest over any other installment of interest,
      or of any Security of such series over any other Security of such series,
      ratably to the aggregate of such principal and premium, if any, and accrued
      and
      unpaid interest.

     

    Any
      surplus then remaining shall be paid to the Company or as directed by a court
      of
      competent jurisdiction.

     

    Section
      7.06            Control
      by Securityholders; Waiver of Past Defaults.  The Holders of a
      majority in principal amount of the Securities of any series at the time
      Outstanding may direct the time, method and place of conducting any proceeding
      for any remedy available to the Trustee hereunder, or of exercising any trust
      or
      power hereby conferred upon the Trustee with respect to the Securities of such
      series, provided, however, that, subject to the provisions of Sections 11.01
      and
      11.02, the Trustee shall have the right to decline to follow any such direction
      if the Trustee being advised by counsel determines that the action so directed
      may not lawfully be taken or would be unduly prejudicial to Holders not joining
      in such direction or would involve the Trustee in personal
      liability.  Prior to any declaration accelerating the Maturity of the
      Securities of any series, the Holders of a majority in aggregate principal
      amount of such series of Securities at the time Outstanding may on behalf of
      the
      Holders of all of the Securities of such series waive any past Default or Event
      of Default hereunder and its consequences except a Default in the payment of
      interest or any premium on or the principal of the Securities of such
      series.  Upon any such waiver the Company, the Trustee and the Holders
      of the Securities of such series shall be restored to their former positions
      and
      rights hereunder, respectively; but no such waiver shall extend to any
      subsequent or other Default or Event of Default or impair any right consequent
      thereon.  Whenever any Default or Event of Default hereunder shall
      have been waived as permitted by this Section 7.06, said Default or Event of
      Default shall for all purposes of the Securities of such series and this
      Indenture be deemed to have been cured and to be not continuing.

    


    Section
      7.07            Limitation
      on Suits.  No Holder of any Security of any series shall have any
      right to institute any action, suit or proceeding at law or in equity for the
      execution of any trust hereunder or for the appointment of a receiver or for
      any
      other remedy hereunder, in each case with respect to an Event of Default with
      respect to such series of Securities, unless such Holder previously shall have
      given to the Trustee written notice of one or more of the Events of Default
      herein specified with respect to such series of Securities, and unless also
      the
      Holders of 25% in principal amount of the Securities of such series then
      Outstanding shall have requested the Trustee in writing to take action in
      respect of the matter complained of, and unless also there shall have been
      offered to the Trustee security and indemnity satisfactory to it against the
      costs, expenses and liabilities to be incurred therein or thereby, and the
      Trustee, for 60 days after receipt of such notification, request and offer
      of
      indemnity, shall have neglected or refused to institute any such action, suit
      or
      proceeding; no direction inconsistent with such written request


    
      
        
        

      

      
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    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; and such
      notification, request and offer of indemnity are hereby declared in every such
      case to be conditions precedent to any such action, suit or proceeding by any
      Holder of any Security of such series; it being understood and intended that
      no
      one or more of the Holders of Securities of such series shall have any right
      in
      any manner whatsoever by his, her, its or their action to enforce any right
      hereunder, except in the manner herein provided, and that every action, suit
      or
      proceeding at law or in equity shall be instituted, had and maintained in the
      manner herein provided and for the equal benefit of all Holders of the
      Outstanding Securities of such series; provided, however, that nothing in this
      Indenture or in the Securities of such series shall affect or impair the
      obligation of the Company, which is absolute and unconditional, to pay the
      principal of, premium, if any, and interest on the Securities of such series
      to
      the respective Holders of such Securities at the respective due dates in such
      Securities stated, or affect or impair the right, which is also absolute and
      unconditional, of such Holders to institute suit to enforce the payment
      thereof.

    


    Section
      7.08            Undertaking
      for Costs.  All parties to this Indenture and each Holder of any
      Security, by such Holder’s acceptance thereof, shall be deemed to have agreed
      that any court may in its discretion require, in any action, suit or proceeding
      for the enforcement of any right or remedy under this Indenture, or in any
      action, suit or proceeding against the Trustee for any action taken or omitted
      by it as Trustee, the filing by any party litigant in such action, suit or
      proceeding of an undertaking to pay the costs of such action, suit or
      proceeding, and that such court may in its discretion assess reasonable costs,
      including reasonable attorneys’ fees, against any party litigant in such action,
      suit or proceeding, having due regard to the merits and good faith of the claims
      or defenses made by such party litigant; provided, however, that the provisions
      of this Section 7.08 shall not apply to any action, suit or proceeding
      instituted by the Trustee, to any action, suit or proceeding instituted by
      any
      one or more Holders of Securities holding in the aggregate more than 10% in
      principal amount of the Securities of any series Outstanding, or to any action,
      suit or proceeding instituted by any Holder of Securities of any series for
      the
      enforcement of the payment of the principal of or premium, if any, or the
      interest on, any of the Securities of such series, on or after the respective
      due dates expressed in such Securities.

    


    Section
      7.09            Remedies
      Cumulative.  No remedy herein conferred upon or reserved to the
      Trustee or to the Holders of Securities of any series is intended to be
      exclusive of any other remedy or remedies, and each and every remedy shall
      be
      cumulative and shall be in addition to every other remedy given hereunder or
      now
      or hereafter existing at law or in equity or by statute.  No delay or
      omission of the Trustee or of any Holder of the Securities of any series to
      exercise any right or power accruing upon any Default or Event of Default shall
      impair any such right or power or shall be construed to be a waiver of any
      such
      Default or Event of Default or an acquiescence therein; and every power and
      remedy given by this Article VII to the Trustee and to the Holders of Securities
      of any series, respectively, may be exercised from time to time and as often
      as
      may be deemed expedient by the Trustee or by the Holders of Securities of such
      series, as the case may be.  In case the Trustee or any Holder of
      Securities of any series shall have proceeded to enforce any right under this
      Indenture and the proceedings for the enforcement thereof shall have been
      discontinued or abandoned because of waiver or for any other reason or shall
      have been adjudicated adversely to the Trustee or to such Holder of Securities,
      then and in every such case the Company, the Trustee and the Holders of the
      Securities of such series shall


    
      
        
        

      

      
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    severally
      and respectively be restored to their former positions and rights hereunder,
      and
      thereafter all rights, remedies and powers of the Trustee and the Holders of
      the
      Securities of such series shall continue as though no such proceedings had
      been
      taken, except as to any matters so waived or adjudicated.

    


    ARTICLE
      VIII

     

    CONCERNING
      THE SECURITYHOLDERS

     

    Section
      8.01            Evidence
      of Action of Securityholders.  Whenever in this Indenture
      it is provided that the Holders of a specified percentage or a majority in
      aggregate principal amount of the Securities or of any series of Securities
      may
      take any action (including the making of any demand or request, the giving
      of
      any notice, consent or waiver or the taking of any other action), the fact
      that
      at the time of taking any such action the Holders of such specified percentage
      or majority have joined therein may be evidenced by (a) any instrument or any
      number of instruments of similar tenor executed by Securityholders in person,
      by
      an agent or by a  proxy appointed in writing, including through an
      electronic system for tabulating consents operated by the Depositary for such
      series or otherwise (such action becoming effective, except as herein otherwise
      expressly provided, when such instruments or evidence of electronic consents
      are
      delivered to the Trustee and, where it is hereby expressly required, to the
      Company), or (b) by the record of the Holders of Securities voting in favor
      thereof at any meeting of Securityholders duly called and held in accordance
      with the provisions of Article IX, or (c) by a combination of such instrument
      or
      instruments and any such record of such a meeting of
      Securityholders.

    


    Section
      8.02            Proof
      of Execution or Holding of Securities.  Proof of the execution of
      any instrument by a Securityholder or his, her or its agent or proxy and proof
      of the holding by any Person of any of the Securities shall be sufficient if
      made in the following manner:

    


    (a)           The
      fact and date of the execution by any Person of any such instrument may be
      proved (i) by the certificate of any notary public or other officer in any
      jurisdiction who, by the laws thereof, has power to take acknowledgments or
      proof of deeds to be recorded within such jurisdiction, that the Person who
      signed such instrument did acknowledge before such notary public or other
      officer the execution thereof, or (ii) by the affidavit of a witness of such
      execution sworn to before any such notary or other officer.  Where
      such execution is by a Person acting in other than his or her individual
      capacity, such certificate or affidavit shall also constitute sufficient proof
      of his or her authority.

     

    (b)           The
      ownership of Securities of any series shall be proved by the Register of such
      Securities or by a certificate of the Registrar for such series.

     

    (c)           The
      record of any Holders’ meeting shall be proved in the manner provided in Section
      9.06.

     

    (d)           The
      Trustee may require such additional proof of any matter referred to in this
      Section 8.02 as it shall deem appropriate or necessary, so long as the request
      is a reasonable one.

     


    
      
        
        

      

      
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    (e)           If
      the Company shall solicit from the Holders of Securities of any series any
      action, the Company may, at its option fix in advance a record date for the
      determination of Holders of Securities entitled to take such action, but the
      Company shall have no obligation to do so.  Any such record date shall
      be fixed at the Company’s discretion.  If such a record date is fixed,
      such action may be sought or given before or after the record date, but only
      the
      Holders of Securities of record at the close of business on such record date
      shall be deemed to be Holders of Securities for the purpose of determining
      whether Holders of the requisite proportion of Outstanding Securities of
      such series have authorized or agreed or consented to such action, and for
      that
      purpose the Outstanding Securities of such series shall be computed as of such
      record date.

     

    Section
      8.03            Persons
      Deemed Owners.

    


    (a)           The
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name any Security is registered as the owner of such Security
      for the purpose of receiving payment of principal of and premium, if any, and
      (subject to Section 3.08) interest, if any, on, such Security and for all other
      purposes whatsoever, whether or not such Security be overdue, and neither the
      Company, the Trustee nor any agent of the Company or the Trustee shall be
      affected by notice to the contrary.  All payments made to any Holder,
      or upon his, her or its order, shall be valid, and, to the extent of the sum
      or
      sums paid, effectual to satisfy and discharge the liability for moneys payable
      upon such Security.

     

    (b)           None
      of the Company, the Trustee, any Paying Agent or the Registrar will have any
      responsibility or liability for any aspect of the records relating to or
      payments made on account of beneficial ownership interests in a Global Security
      or for maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests.

     

    Section
      8.04            Effect
      of Consents.  After an amendment, supplement, waiver or other
      action becomes effective as to any series of Securities, a consent to it by
      a
      Holder of such series of Securities is a continuing consent conclusive and
      binding upon such Holder and every subsequent Holder of the same Securities
      or
      portion thereof, and of any Security issued upon the transfer thereof or in
      exchange therefor or in place thereof, even if notation of the consent is not
      made on any such Security.   An amendment, supplement or waiver
      becomes effective in accordance with its terms and thereafter binds every
      Holder.

    


    ARTICLE
      IX

     

    SECURITYHOLDERS’
      MEETINGS

     

    Section
      9.01            Purposes
      of Meetings.  A meeting of Securityholders of any or all series
      may be called at any time and from time to time pursuant to the provisions
      of
      this Article IX for any of the following purposes:

    


    (a)           to
      give any notice to the Company or to the Trustee, or to give any directions
      to
      the Trustee, or to consent to the waiving of any Default or Event of Default
      hereunder and its consequences, or to take any other action authorized to be
      taken by Securityholders pursuant to any of the provisions of Article
      VIII;


    
      
        
        

      

      
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    (b)           to
      remove the Trustee and nominate a successor trustee pursuant to the provisions
      of Article XI;

     

    (c)           to
      consent to the execution of an Indenture or of indentures supplemental hereto
      pursuant to the provisions of Section 14.02; or

     

    (d)           to
      take any other action authorized to be taken by or on behalf of the Holders
      of
      any specified aggregate principal amount of the Securities of any one or more
      or
      all series, as the case may be, under any other provision of this Indenture
      or
      under applicable law.

     

    Section
      9.02            Call
      of Meetings by Trustee.  The Trustee may at any time call a
      meeting of all Securityholders of all series that may be affected by the action
      proposed to be taken, to take any action specified in Section 9.01, to be held
      at such time and at such place as the Trustee shall determine.  Notice
      of every meeting of the Securityholders of a series, setting forth the time
      and
      the place of such meeting and in general terms the action proposed to be taken
      at such meeting, shall be mailed to Holders of Securities of such series at
      their addresses as they shall appear on the Register of the
      Company.  Such notice shall be mailed not less than 20 nor more than
      90 days prior to the date fixed for the meeting.

    


    Section
      9.03            Call
      of Meetings by Company or Securityholders.  In case at any time
      the Company or the Holders of at least 10% in aggregate principal amount of
      the
      Securities of a series (or of all series, as the case may be) then Outstanding
      that may be affected by the action proposed to be taken, shall have requested
      the Trustee to call a meeting of Securityholders of such series (or of all
      series), by written request setting forth in reasonable detail the action
      proposed to be taken at the meeting, and the Trustee shall not have mailed
      the
      notice of such meeting within 20 days after receipt of such request, then the
      Company or such Securityholders may determine the time and the place for such
      meeting and may call such meeting to take any action authorized in Section
      9.01,
      by mailing notice thereof as provided in Section 9.02.

    


    Section
      9.04            Qualifications
      for Voting.  To be entitled to vote at any meeting of
      Securityholders, a Person shall (a) be a Holder of one or more Securities
      affected by the action proposed to be taken at the meeting or (b) be a Person
      appointed by an instrument in writing as proxy by a Holder of one or more such
      Securities.  The only Persons who shall be entitled to be present or
      to speak at any meeting of Securityholders shall be the Persons entitled to
      vote
      at such meeting and their counsel and any representatives of the Trustee and
      its
      counsel and any representatives of the Company and its counsel.

    


    Section
      9.05            Regulation
      of Meetings.

    


    (a)           Notwithstanding
      any other provisions of this Indenture, the Trustee may make such reasonable
      regulations as it may deem advisable for any meeting of Securityholders, in
      regard to proof of the holding of Securities and of the appointment of proxies,
      and in regard to the appointment and duties of inspectors of votes, the
      submission and examination of proxies, certificates and other evidence of the
      right to vote, and such other matters concerning the conduct of the meeting
      as
      it shall deem fit.

     

    (b)           The
      Trustee shall, by an instrument in writing, appoint a temporary chairman of
      the
      meeting, unless the meeting shall have been called by the Company or
      by


    
      
        
        

      

      
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    Securityholders
      as provided in Section 9.03, in which case the Company or the Securityholders
      calling the meeting, as the case may be, shall in like manner appoint a
      temporary chair.  A permanent chairman and a permanent secretary of
      the meeting shall be elected by majority vote of the meeting.

     

    (c)           At
      any meeting of Securityholders of a series, each Securityholder of such series
      of such Securityholder’s proxy shall be entitled to one vote for each $1,000
      principal amount of Securities of such series Outstanding held or represented
      by
      him; provided, however, that no vote shall be cast or counted at any meeting
      in
      respect of any Security challenged as not Outstanding and ruled by the chairman
      of the meeting to be not Outstanding.  The chairman of the meeting
      shall have no right to vote other than by virtue of Securities of such series
      held by him or her or instruments in writing as aforesaid duly designating
      him
      or her as the Person to vote on behalf of other Securityholders.  At
      any meeting of the Securityholders duly called pursuant to the provisions of
      Section 9.02 or 9.03 the presence of Persons holding or representing Securities
      in an aggregate principal amount sufficient to take action upon the business
      for
      the transaction of which such meeting was called shall be necessary to
      constitute a quorum, and any such meeting may be adjourned from time to time
      by
      a majority of those present, whether or not constituting a quorum, and the
      meeting may be held as so adjourned without further notice.

     

    Section
      9.06            Voting.  The
      vote upon any resolution submitted to any meeting of Securityholders of a series
      shall be by written ballots on which shall be subscribed the signatures of
      the
      Holders of Securities of such series or of their representatives by proxy and
      the principal amounts of the Securities of such series held or represented
      by
      them.  The permanent chairman of the meeting shall appoint two
      inspectors of votes who shall count all votes cast at the meeting for or against
      any resolution and who shall make and file with the secretary of the meeting
      their verified written reports in duplicate of all votes cast at the
      meeting.  A record in duplicate of the proceedings of each meeting of
      Securityholders shall be prepared by the secretary of the meeting and there
      shall be attached to said record the original reports of the inspectors of
      votes
      on any vote by ballot taken thereat and affidavits by one or more Persons having
      knowledge of the facts setting forth a copy of the notice of the meeting and
      showing that said notice was mailed as provided in Section 9.02.  The
      record shall show the principal amounts of the Securities voting in favor of
      or
      against any resolution.  The record shall be signed and verified by
      the affidavits of the permanent chairman and secretary of the meeting and one
      of
      the duplicates shall be delivered to the Company and the other to the Trustee
      to
      be preserved by the Trustee.

    


    Any
      record so signed and verified shall be conclusive evidence of the matters
      therein stated.

     

    Section
      9.07            No
      Delay of Rights by Meeting.  Nothing contained in this
      Article IX shall be deemed or construed to authorize or permit, by reason of
      any
      call of a meeting of Securityholders of any series or any rights expressly
      or
      impliedly conferred hereunder to make such call, any hindrance or delay in
      the
      exercise of any right or rights conferred upon or reserved to the Trustee or
      to
      the Securityholders of such series under any of the provisions of this Indenture
      or of the Securities of such series.


    
      
        
        

      

      
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    ARTICLE
      X

     

    REPORTS
      BY THE COMPANY AND THE TRUSTEE AND

     

    SECURITYHOLDERS’
      LISTS

     

    Section
      10.01          Reports by
      Trustee.

    


    (a)           So
      long as any Securities are outstanding, the Trustee shall transmit to Holders
      such reports concerning the Trustee and its actions under this Indenture as
      may
      be required pursuant to the Trust Indenture Act at the times and in the manner
      provided therein.  If required by Section 313(a) of the Trust
      Indenture Act, the Trustee shall, within 60 days after each ___________
      following the date of this Indenture deliver to Holders a brief report
      which complies with the provisions of such Section 313(a).

     

    (b)           The
      Trustee shall, at the time of the transmission to the Holders of Securities
      of
      any report pursuant to the provisions of this Section 10.01, file a copy of
      such
      report with each stock exchange upon which the Securities are listed, if any,
      and also with the SEC in respect of a Security listed and registered on a
      national securities exchange, if any.  The Company agrees to notify
      the Trustee when, as and if the Securities become listed on any stock
      exchange.

     

    The
      Company will reimburse the Trustee for all expenses incurred in the preparation
      and transmission of any report pursuant to the provisions of this Section 10.01
      and of Section 10.02.

     

    Section
      10.02          Reports by
      the Company.  The Company shall file with the Trustee and
      the SEC, and transmit to Holders, such information, documents and other reports,
      and such summaries thereof, as may be required pursuant to the Trust Indenture
      Act at the times and in the manner provided in the Trust Indenture Act; provided
      that, unless available on EDGAR, any such information, documents or reports
      required to be filed with the SEC pursuant to Section 13 or 15(d) of the
      Exchange Act shall be filed with the Trustee within 30 days after the same
      is
      filed with the SEC; and provided further, that the filing of the reports
      specified in Section 13 or 15(d) of the Exchange Act by an entity that is the
      direct or indirect parent of the Company will satisfy the requirements of this
      Section 10.02 so long as such entity is an obligor or guarantor on the
      Securities; and provided further that the reports of such entity will not be
      required to include condensed consolidating financial information for the
      Company in a footnote to the financial statements of such entity.

    


    Section
      10.03          Securityholders’
      Lists.  The Company covenants and agrees that it will furnish or
      cause to be furnished to the Trustee:

    


    (a)           semi-annually,
      within 15 days after each Record Date, but in any event not less frequently
      than
      semi-annually, a list in such form as the Trustee may reasonably require of
      the
      names and addresses of the Holders of Securities to which such Record Date
      applies, as of such Record Date, and

     

    (b)           at
      such other times as the Trustee may request in writing, within 30 days after
      receipt by the Company of any such request, a list of similar form and content
      as of a date not more than 15 days prior to the time such list is
      furnished;


    
      
        
        

      

      
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      provided,
        however, that so long as the Trustee shall be the Registrar, such lists shall
        not be required to be furnished.

    

     

    ARTICLE
      XI

     

    CONCERNING
      THE TRUSTEE

     

    Section
      11.01          Rights of
      Trustees; Compensation and Indemnity.  The Trustee accepts the
      trusts created by this Indenture upon the terms and conditions hereof, including
      the following, to all of which the parties hereto and the Holders from time
      to
      time of the Securities agree:

    


    (a)           The
      Trustee shall be entitled to such compensation as the Company and the Trustee
      shall from time to time agree in writing for all services rendered by it
      hereunder (including in any agent capacity in which it acts).  The
      compensation of the Trustee shall not be limited by any provision of law in
      regard to the compensation of a trustee of an express trust.  The
      Company shall reimburse the Trustee promptly upon its request for all reasonable
      out-of-pocket expenses, disbursements and advances incurred or made by the
      Trustee (including the reasonable expenses and disbursements of its agents
      and
      counsel), except any such expense, disbursement or advance as may be and to
      the extent attributable to its negligence, bad faith or willful
      misconduct.

     

    The
      Company also agrees to indemnify each of the Trustee and any predecessor Trustee
      hereunder for, and to hold it harmless against, any and all loss, liability,
      damage, claim, or expense incurred without its own negligence, bad faith or
      willful misconduct, arising out of or in connection with the acceptance or
      administration of the trust or trusts hereunder and the performance of its
      duties (including in any agent capacity in which it acts), as well as the costs
      and expenses of defending itself against any claim or liability in connection
      with the exercise or performance of any of its powers or duties hereunder,
      except those attributable to its negligence, willful misconduct or bad
      faith.  The Trustee shall notify the Company promptly of any claim for
      which it may seek indemnity. The Company shall defend the claim and the Trustee
      shall cooperate in the defense. The Trustee may have one separate counsel and
      the Company shall pay the reasonable fees and expenses of such counsel. The
      Company need not pay for any settlement made without its consent, which consent
      shall not be unreasonably withheld.

     

    As
      security for the performance of the obligations of the Company under this
      Section 11.01(a), the Trustee shall have a lien upon all property and funds
      held
      or collected by the Trustee as such, except funds held in trust by the Trustee
      to pay principal of and interest on any Securities.  Notwithstanding
      any provisions of this Indenture to the contrary, the obligations of the Company
      to compensate and indemnify the Trustee under this Section 11.01(a) shall
      survive the resignation or removal of the Trustee and any satisfaction and
      discharge under Article XII or any other termination of this
      Indenture.  When the Trustee incurs expenses or renders services after
      an Event of Default specified in clause (e) or (f) of Section 7.01 occurs,
      the
      expenses and compensation for the services are intended to constitute expenses
      of administration under any applicable federal or state bankruptcy,
      insolvency or similar laws.

     

    (b)           The
      Trustee may execute any of the trusts or powers hereof and perform any duty
      hereunder either directly or by its agents and attorneys and shall not be
      responsible for any
      misconduct or negligence on the part of any agent or attorney appointed with
      due
      care by it hereunder.


    
      
        
        

      

      
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    (c)           The
      Trustee shall not be responsible in any manner whatsoever for the correctness
      of
      the recitals herein or in the Securities (except its certificates of
      authentication thereon) contained, all of which are made solely by the Company;
      and the Trustee shall not be responsible or accountable in any manner whatsoever
      for or with respect to the validity or execution or sufficiency of this
      Indenture or of the Securities (except its certificates of authentication
      thereon), and the Trustee makes no representation with respect thereto, except
      that the Trustee represents that it is duly authorized to execute and deliver
      this Indenture, authenticate the Securities and perform its obligations
      hereunder and that the statements made by it in a Statement of Eligibility
      on
      Form T-1 supplied to the Company are true and accurate, subject to the
      qualifications set forth therein.  The Trustee shall not be
      accountable for the use or application by the Company of any Securities, or
      the proceeds of any Securities, authenticated and delivered by the Trustee
      in
      conformity with the provisions of this Indenture.

     

    (d)           The
      Trustee may consult with counsel of its selection, and, to the extent permitted
      by Section 11.02, any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered by
      the
      Trustee hereunder in good faith and in accordance with such Opinion of
      Counsel.

     

    (e)           The
      Trustee, to the extent permitted by Section 11.02, may rely upon the certificate
      of the Secretary or one of the Assistant Secretaries of the Company as to the
      adoption of any Board Resolution or resolution of the stockholders of the
      Company, and any request, direction, order or demand of the Company
      mentioned herein shall be sufficiently evidenced by, and whenever in the
      administration of this Indenture the Trustee shall deem it desirable that a
      matter be proved or established prior to taking, suffering or omitting any
      action hereunder, the Trustee may rely upon, an Officer’s Certificate of the
      Company (unless other evidence in respect thereof be herein specifically
      prescribed).

     

    (f)           Subject
      to Section 11.04, the Trustee or any agent of the Trustee, in its individual
      or
      any other capacity, may become the owner or pledgee of Securities and, subject
      to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with
      the Company with the same rights it would have had if it were not the Trustee
      or
      such agent.

     

    (g)           Money
      held by the Trustee in trust hereunder need not be segregated from other funds
      except to the extent required by law.  The Trustee shall be under no
      liability for interest on any money received by it hereunder except as otherwise
      agreed in writing with the Company.

     

    (h)           Any
      action taken by the Trustee pursuant to any provision hereof at the request
      or
      with the consent of any Person who at the time is the Holder of any Security
      shall be conclusive and binding in respect of such Security upon all future
      Holders thereof or of any Security or Securities which may be issued for or
      in
      lieu thereof in whole or in part, whether or not such Security shall have noted
      thereon the fact that such request or consent had been made or
      given.


    
      
        
        

      

      
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    (i)           Subject
      to the provisions of Section 11.02, the Trustee may conclusively rely and shall
      be protected in acting or refraining from acting upon any resolution,
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, approval, bond, debenture or other paper or document believed by it
      to be
      genuine and to have been signed or presented by the proper party or
      parties.

     

    (j)           Subject
      to the provisions of Section 11.02, the Trustee shall not be under any
      obligation to exercise any of the rights or powers vested in it by this
      Indenture at the request, order or direction of any of the Holders of the
      Securities, pursuant to any provision of this Indenture, unless one or more
      of
      the Holders of the Securities shall have offered to the Trustee security or
      indemnity satisfactory to it against the costs, expenses and liabilities which
      may be incurred by it therein or thereby.

     

    (k)           Subject
      to the provisions of Section 11.02, the Trustee shall not be liable for any
      action taken or omitted by it in good faith and believed by it to be authorized
      or within its discretion or within the rights or powers conferred upon it by
      this Indenture.

     

    (l)           Subject
      to the provisions of Section 11.02, the Trustee shall not be deemed to have
      knowledge or notice of any Default or Event of Default unless a Responsible
      Officer of the Trustee has actual knowledge thereof or unless the Holders of
      not
      less than 25% of the Outstanding Securities notify the Trustee
      thereof.

     

    (m)           Subject
      to the provisions of the first paragraph of Section 11.02, the Trustee shall
      not
      be bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, direction, consent, order, bond, debenture, note, other evidence of
      Indebtedness or other paper or document, but the Trustee may, but shall not
      be
      required to, make further inquiry or investigation into such facts or matters
      as
      it may see fit.

     

    (n)           The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, the Trustee in each of its capacities
      hereunder.

     

    Section
      11.02          Duties of
      Trustee.

    


    (a)           If
      one or more of the Events of Default specified in Section 7.01 with respect
      to
      the Securities of any series shall have happened, then, during the continuance
      thereof, the Trustee shall, with respect to such Securities, exercise such
      of
      the rights and powers vested in it by this Indenture, and shall use the same
      degree of care and skill in their exercise, as a prudent person would exercise
      or use under the circumstances in the conduct of such person’s own
      affairs.

     

    (b)           None
      of the provisions of this Indenture shall be construed as relieving the Trustee
      from liability for its own negligent action, its own negligent action, negligent
      failure to act, or its own willful misconduct, except that, anything in this
      Indenture contained to the contrary notwithstanding,

     


    
      
        
        

      

      
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    (i)              unless
      and until an Event of Default specified in Section 7.01 with respect to the
      Securities of any series shall have happened which at the time is
      continuing,

     

    (A)              the
      Trustee undertakes to perform such duties and only such duties with respect
      to
      the Securities of that series as are specifically set out in this Indenture,
      and
      no implied covenants or obligations shall be read into this Indenture against
      the Trustee, whose duties and obligations shall be determined solely by the
      express provisions of this Indenture; and

     

    (B)              the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, in the absence of bad faith
      on
      the part of the Trustee, upon certificates and opinions furnished to it pursuant
      to the express provisions of this Indenture; but in the case of any such
      certificates or opinions which, by the provisions of this Indenture, are
      specifically required to be furnished to the Trustee, the Trustee shall be
      under
      a duty to examine the same to determine whether or not they conform to the
      requirements of this Indenture (but need not confirm or investigate the accuracy
      of mathematical calculations or other facts, statements, opinions or conclusions
      stated therein);

     

    (ii)              the
      Trustee shall not be liable to any Holder of Securities or to any other Person
      for any error of judgment made in good faith by a Responsible Officer or
      Officers of the Trustee, unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts; and

     

    (iii)              the
      Trustee shall not be liable to any Holder of Securities or to any other Person
      with respect to any action taken or omitted to be taken by it in good faith,
      in
      accordance with the direction of Securityholders given as provided in Section
      7.06, relating to the time, method and place of conducting any proceeding for
      any remedy available to it or exercising any trust or power conferred upon
      it by
      this Indenture.

     

    (c)           None
      of the provisions of this Indenture shall require the Trustee to expend or
      risk
      its own funds or otherwise to incur any financial liability in the performance
      of any of its duties hereunder, or in the exercise of any of its rights or
      powers, if it shall have reasonable grounds for believing that repayment of
      such
      funds or adequate indemnity against such risk or liability is not reasonably
      assured to it.

     

    (d)           Whether
      or not therein expressly so provided, every provision of this Indenture relating
      to the conduct or affecting the liability of or affording protection to the
      Trustee shall be subject to the provisions of this Section 11.02.

     


    
      
        
        

      

      
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    Section
      11.03          Notice of
      Defaults.  Within 90 days after the occurrence thereof, and if
      known to the Trustee, the Trustee shall give to the Holders of the Securities
      of
      a series notice of each Default or Event of Default with respect to the
      Securities of such series known to the Trustee, by transmitting such notice
      to
      Holders at their addresses as the same shall then appear on the Register of
      the
      Company, unless such Default shall have been cured or waived before the giving
      of such notice (the term “Default” being hereby defined to be the events
      specified in Section 7.01, which are, or after notice or lapse of time or both
      would become, Events of Default as defined in said Section).  Except
      in the case of a Default or Event of Default in payment of the principal of,
      premium, if any, or interest on any of the Securities of such series when and
      as
      the same shall become payable, or to make any sinking fund payment as to
      Securities of the same series, the Trustee shall be protected in withholding
      such notice, if and so long as a Responsible Officer or Responsible Officers
      of
      the Trustee in good faith determines that the withholding of such notice is
      in
      the interests of the Holders of the Securities of such series.

    


    Section
      11.04          Eligibility;
      Disqualification.

    


    (a)           The
      Trustee shall at all times satisfy the requirements of TIA Section
      310(a).  The Trustee shall have a combined capital and surplus of at
      least $50 million as set forth in its most recent published annual report of
      condition, and shall have a Corporate Trust Office.  If at any time
      the Trustee shall cease to be eligible in accordance with the provisions of
      this
      Section 11.04, it shall resign immediately in the manner and with the effect
      hereinafter specified in this Article.

     

    (b)           The
      Trustee shall comply with TIA Section 310(b); provided, however, that there
      shall be excluded from the operation of TIA Section 310(b)(i) any indenture
      or
      indentures under which other securities or certificates of interest or
      participation in other securities of the Company are outstanding if the
      requirements for such exclusion set forth in TIA Section 310(b)(i) are
      met.  If the Trustee has or shall acquire a conflicting interest
      within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee
      shall either eliminate such interest or resign, to the extent and in the manner
      provided by, and subject to the provisions of, the Trust Indenture Act and
      this
      Indenture.  If Section 310(b) of the Trust Indenture Act is amended
      any time after the date of this Indenture to change the circumstances under
      which a Trustee shall be deemed to have a conflicting interest with respect
      to
      the Securities of any series or to change any of the definitions in connection
      therewith, this Section 11.04 shall be automatically amended to incorporate
      such
      changes.

     

    Section
      11.05          Registration
      and Notice; Removal.  The Trustee, or any successor to it
      hereafter appointed, may at any time resign and be discharged of the trusts
      hereby created with respect to any one or more or all series of Securities
      by
      giving to the Company notice in writing.  Such resignation shall take
      effect upon the appointment of a successor Trustee and the acceptance of such
      appointment by such successor Trustee.  Any Trustee hereunder may be
      removed with respect to any series of Securities at any time by the filing
      with
      such Trustee and the delivery to the Company of an instrument or instruments
      in
      writing signed by the Holders of a majority in principal amount of the
      Securities of such series then Outstanding, specifying such removal and the
      date
      when it shall become effective.

    


    If
      at any time:

     

    
      
        
        

      

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

     

    (2)           the
      Trustee shall cease to be eligible under Section 11.04 and shall fail to resign
      after written request therefor by the Company or by any Holder who has been
      a
      bona fide Holder of a Security for at least six months, or

     

    (3)           the
      Trustee shall become incapable of acting or shall be adjudged a bankrupt or
      insolvent or a receiver of the Trustee or of its property shall be appointed
      or
      any public officer shall take charge or control of the Trustee or of its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation,

     

    then,
      in any such case, (i) the Company by written notice to the Trustee may remove
      the Trustee and appoint a successor Trustee with respect to all Securities,
      or
      (ii) subject to TIA Section 315(e), any Securityholder who has been a bona
      fide
      Holder of a Security for at least six months may, on behalf of himself and
      all
      others similarly situated, petition any court of competent jurisdiction for
      the
      removal of the Trustee with respect to all Securities and the appointment of
      a
      successor Trustee or Trustees.

     

    Upon
      its resignation or removal, any Trustee shall be entitled to the payment of
      reasonable compensation for the services rendered hereunder by such Trustee
      and
      to the payment of all reasonable expenses incurred hereunder and all moneys
      then
      due to it hereunder.  The Trustee’s rights to indemnification provided
      in Section 11.01(a) shall survive its resignation or removal.

     

    Section
      11.06          Successor
      Trustee by Appointment.

    


    (a)           In
      case at any time the Trustee shall resign, or shall be removed (unless the
      Trustee shall be removed as provided in Section 11.04(b), in which event the
      vacancy shall be filled as provided in said subdivision), or shall become
      incapable of acting, or shall be adjudged bankrupt or insolvent, or if a
      receiver of the Trustee or of its property shall be appointed, or if any public
      officer shall take charge or control of the Trustee or of its property or
      affairs for the purpose of rehabilitation, conservation or liquidation with
      respect to the Securities of one or more series, a successor Trustee with
      respect to the Securities of that or those series (it being understood that
      any
      such successor Trustee may be appointed with respect to the Securities of one
      or
      more or all of such series and that at any time there shall be only one Trustee
      with respect to the Securities of any series) may be appointed by the Holders
      of
      a majority in principal amount of the Securities of that or those series then
      Outstanding, by an instrument or instruments in writing signed in duplicate
      by
      such Holders and filed, one original thereof with the Company and the other
      with
      the successor Trustee; but, until a successor Trustee shall have been so
      appointed by the Holders of Securities of that or those series as herein
      authorized, the Company, or, in case all or substantially all the assets of
      the
      Company shall be in the possession of one or more custodians or receivers
      lawfully appointed, or of trustees in bankruptcy or reorganization proceedings
      (including a trustee or trustees appointed under the provisions of the federal
      bankruptcy laws, as now or hereafter constituted), or of assignees for the
      benefit of creditors, such receivers, custodians, trustees or assignees, as
      the
      case may be, by an instrument in writing,


    
      
        
        

      

      
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    shall
      appoint a successor Trustee with respect to the Securities of such
      series.  Subject to the provisions of Sections 11.04 and 11.05, upon
      the appointment as aforesaid of a successor Trustee with respect to the
      Securities of any series, the Trustee with respect to the Securities of such
      series shall cease to be Trustee hereunder.  After any such
      appointment other than by the Holders of Securities of that or those series,
      the
      Person making such appointment shall forthwith cause notice thereof to be mailed
      to the Holders of Securities of such series at their addresses as the same
      shall
      then appear on the Register of the Company but any successor Trustee with
      respect to the Securities of such series so appointed shall, immediately and
      without further act, be superseded by a successor Trustee appointed by the
      Holders of Securities of such series in the manner above prescribed, if such
      appointment be made prior to the expiration of one year from the date of the
      mailing of such notice by the Company, or by such receivers, trustees or
      assignees.

     

    (b)           If
      any Trustee with respect to the Securities of one or more series shall resign
      or
      be removed and a successor Trustee shall not have been appointed by the Company
      or by the Holders of the Securities of such series or, if any successor Trustee
      so appointed shall not have accepted its appointment within 30 days after such
      appointment shall have been made, the resigning Trustee at the expense of the
      Company may apply to any court of competent jurisdiction for the
      appointment of a successor Trustee.  If in any other case a successor
      Trustee shall not be appointed pursuant to the foregoing provisions of this
      Section 11.06 within three months after such appointment might have been made
      hereunder, the Holder of any Security of the applicable series or any retiring
      Trustee at the expense of the Company may apply to any court of competent
      jurisdiction to appoint a successor Trustee.  Such court may
      thereupon, in any such case, after such notice, if any, as such court may deem
      proper and prescribe, appoint a successor Trustee.

     

    (c)           Any
      successor Trustee appointed hereunder with respect to the Securities of one
      or
      more series shall execute, acknowledge and deliver to its predecessor Trustee
      and to the Company, or to the receivers, trustees, assignees or court appointing
      it, as the case may be, an instrument accepting such appointment hereunder,
      and
      thereupon such successor Trustee, without any further act, deed or conveyance,
      shall become vested with all the authority, rights, powers, trusts, immunities,
      duties and obligations with respect to such series of such predecessor Trustee
      with like effect as if originally named as Trustee hereunder, and such
      predecessor Trustee, upon payment of its charges and disbursements then unpaid,
      shall thereupon become obligated to pay over, and such successor Trustee shall
      be entitled to receive, all moneys and properties held by such predecessor
      Trustee as Trustee hereunder, subject nevertheless to its lien provided for
      in
      Section 11.01(a).  Nevertheless, on the written request of the Company
      or of the successor Trustee or of the Holders of at least 10% in principal
      amount of the Securities of such series then Outstanding, such predecessor
      Trustee, upon payment of its said charges and disbursements, shall execute
      and deliver an instrument transferring to such successor Trustee upon the trusts
      herein expressed all the rights, powers and trusts of such predecessor Trustee
      and shall assign, transfer and deliver to the successor Trustee all moneys
      and
      properties held by such predecessor Trustee, subject nevertheless to its lien
      provided for in Section 11.01(a); and, upon request of any such successor
      Trustee and the Company shall make, execute, acknowledge and deliver any and
      all
      instruments in writing for more fully and effectually vesting in and confirming
      to such successor Trustee all such authority, rights, powers, trusts,
      immunities, duties and obligations.

     


    
      
        
        

      

      
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    Section
      11.07          Successor
      Trustee by Merger.  Any Person into which the Trustee or any
      successor to it in the trusts created by this Indenture shall be merged or
      converted, or any Person with which it or any successor to it shall be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee or any such successor to it shall be a party,
      or any Person to which the Trustee or any successor to it shall sell or
      otherwise transfer all or substantially all of the corporate trust business
      of
      the Trustee, shall be the successor Trustee under this Indenture without the
      execution or filing of any paper or any further act on the part of any of the
      parties hereto; provided that such Person shall be otherwise qualified and
      eligible under this Article.  In case at the time such successor to
      the Trustee shall succeed to the trusts created by this Indenture with respect
      to one or more series of Securities, any of such Securities shall have been
      authenticated but not delivered by the Trustee then in office, any successor
      to
      such Trustee may adopt the certificate of authentication of any predecessor
      Trustee, and deliver such Securities so authenticated; and in case at that
      time
      any of the Securities shall not have been authenticated, any successor to the
      Trustee may authenticate such Securities either in the name of any predecessor
      hereunder or in the name of the successor Trustee; and in all such cases such
      certificates shall have the full force which it is anywhere in the Securities
      or
      in this Indenture provided that the certificate of the Trustee shall have;
      provided, however, that the right to adopt the certificate of authentication
      of
      any predecessor Trustee or authenticate Securities in the name of any
      predecessor Trustee shall apply only to its successor or successors by merger,
      conversion or consolidation.

    


    Section
      11.08          Right to
      Rely on Officer’s Certificate.  Subject to Section
      11.02, and subject to the provisions of Section 16.01 with respect to the
      certificates required thereby, whenever in the administration of the provisions
      of this Indenture the Trustee shall deem it necessary or desirable that a matter
      be proved or established prior to taking or suffering any action hereunder,
      such
      matter (unless other evidence in respect thereof be herein specifically
      prescribed) may, in the absence of negligence, bad faith or willful misconduct
      on the part of the Trustee, be deemed to be conclusively proved and established
      by an Officer’s Certificate with respect thereto delivered to the Trustee, and
      such Officer’s Certificate, in the absence of negligence, bad faith or willful
      misconduct on the part of the Trustee, shall be full warrant to the Trustee
      for
      any action taken, suffered or omitted by it under the provisions of this
      Indenture upon the faith thereof.

    


    Section
      11.09          Appointment
      of Authenticating Agent.  The Trustee may appoint an agent (the
“Authenticating Agent”) reasonably acceptable to the Company to authenticate the
      Securities, and the Trustee shall give written notice of such appointment to
      all
      Holders of Securities of the series with respect to which such Authenticating
      Agent will serve.  Unless limited by the terms of such appointment,
      any such Authenticating Agent may authenticate Securities whenever the Trustee
      may do so.  Each reference in this Indenture to authentication by the
      Trustee includes authentication by the Authenticating Agent. Securities so
      authenticated shall be entitled to the benefits of this Indenture and shall
      be
      valid and obligatory for all purposes as if authenticated by the Trustee
      hereunder.

    


    Each
      Authenticating Agent shall at all times be a corporation organized and doing
      business and in good standing under the laws of the United States, any State
      thereof or the District of Columbia, authorized under such laws to act as
      Authenticating Agent, having a combined capital and surplus of not less than
      $50,000,000 and subject to supervision or


    
      
        
        

      

      
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    examination
      by Federal or State authority. If such corporation publishes reports of
      condition at least annually, pursuant to law or to the requirements of said
      supervising or examining authority, then for the purposes of this Article XI,
      the combined capital and surplus of such corporation shall be deemed to be
      its
      combined capital and surplus as set forth in its most recent report of condition
      so published. If at any time an Authenticating Agent shall cease to be eligible
      in accordance with the provisions of this Article XI, it shall resign
      immediately in the manner and with the effect specified in this Article
      XI.

     

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

     

    An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and to the Company. The Trustee may at any time terminate the agency
      of an Authenticating Agent by giving written notice thereof to such
      Authenticating Agent and to the Company. Upon receiving such a notice of
      resignation or upon such a termination, or in case at any time such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section 11.09, the Trustee may appoint a successor
      Authenticating Agent which shall be acceptable to the Company and shall give
      written notice of such appointment to all Holders of Securities of the series
      with respect to which such Authenticating Agent will serve. Any successor
      Authenticating Agent upon acceptance of its appointment hereunder shall become
      vested with all the rights, powers and duties of its predecessor hereunder,
      with
      like effect as if originally named as an Authenticating Agent. No successor
      Authenticating Agent shall be appointed unless eligible under the provisions
      of
      this Section 11.09.

     

    The
      Trustee agrees to pay to each Authenticating Agent from time to time reasonable
      compensation for its services under this Section 11.09, and the Trustee shall
      be
      entitled to be reimbursed for such payments, subject to the provisions of
      Section 11.01.

     

    Section
      11.10          Communications
      by Securityholders with Other Securityholders.  Holders of
      Securities may communicate pursuant to Section 312(b) of the Trust Indenture
      Act
      with other Holders with respect to their rights under this Indenture or the
      Securities.  The Company, the Trustee, the Registrar and anyone else
      shall have the protection of Section 312(c) of the Trust Indenture Act with
      respect to such communications.

    


    ARTICLE
      XII

     

    SATISFACTION
      AND DISCHARGE; DEFEASANCE

     

    Section
      12.01          Applicability
      of Article.  If, pursuant to Section 3.01, provision is made for
      the defeasance of Securities of a series and if the Securities of such series
      are denominated and payable only in U.S. Dollars (except as provided pursuant
      to
      Section 3.01), then the provisions of this Article shall be applicable except
      as
      otherwise specified pursuant to Section 3.01
      for Securities of such series.  Defeasance provisions, if any, for
      Securities denominated in a Foreign Currency may be specified pursuant to
      Section 3.01.


    
      
        
        

      

      
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    Section
      12.02          Satisfaction
      and Discharge of Indenture.  This Indenture, with respect to the
      Securities of any series (if all series issued under this Indenture are not
      to
      be affected), shall, upon Company Order, cease to be of further effect (except
      as to any surviving rights of registration of transfer or exchange of such
      Securities herein expressly provided for and rights to receive payments of
      principal of and premium, if any, and interest on such Securities) 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 of such series theretofore authenticated and delivered (other than
      (A) Securities that have been destroyed, lost or stolen and that have been
      replaced or paid as provided in Section 3.07 and (B) Securities for whose
      payment money has theretofore been deposited in trust or segregated and held
      in
      trust by the Company and thereafter repaid to the Company or discharged from
      such trust, as provided in Section 6.03) have been delivered to the Trustee
      for
      cancellation; or

     

    (ii)              all
      Securities of such series not theretofore delivered to the Trustee for
      cancellation,

     

    (A)              have
      become due and payable, or

     

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

     

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

     

    and
      in the case of (A), (B) or (C) above, has deposited or caused to be deposited
      with the Trustee or Paying Agent as trust funds in trust for the purpose an
      amount in the Currency in which such Securities are denominated (except as
      otherwise provided pursuant to Section 3.01) sufficient to pay and discharge
      the
      entire Indebtedness on such Securities for principal and premium, if any, and
      interest to the date of such deposit (in the case of Securities that have become
      due and payable) or to the Stated Maturity or Redemption Date, as the case
      may
      be; provided, however, in the event a petition for relief under federal
      bankruptcy laws, as now or hereafter constituted, or any other applicable
      federal or state bankruptcy, insolvency or other similar law, is filed with
      respect to the Company within 91 days after the deposit and the Trustee is
      required to return the moneys then on deposit with the Trustee to the Company,
      the obligations of the Company under this Indenture with respect to such
      Securities shall not be deemed terminated or discharged;

     

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


    
      
        
        

      

      
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    (c)           the
      Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
      Counsel each stating that all conditions precedent herein provided for relating
      to the satisfaction and discharge of this Indenture with respect to such series
      have been complied with.  Notwithstanding the satisfaction and
      discharge of this Indenture, the obligations of the Company to the Trustee
      under Section 11.01 and, if money shall have been deposited with the Trustee
      pursuant to subclause (B) of clause (a)(i) of this Section, the obligations
      of
      the Trustee under Section 12.07 and the last paragraph of Section 6.03(e) shall
      survive.

     

    Section
      12.03          Defeasance
      upon Deposit of Moneys or U.S Government Obligations.  At the
      Company’s option, either (a) the Company shall be deemed to have been Discharged
      (as defined below) from its obligations with respect to Securities of any series
      on the first day after the applicable conditions set forth below have been
      satisfied or (b) the Company shall cease to be under any obligation to comply
      with any term, provision or condition set forth in Section 6.04 with respect
      to
      Securities of any series (and, if so specified pursuant to Section 3.01, any
      other restrictive covenant added for the benefit of such series pursuant to
      Section 3.01) at any time after the applicable conditions set forth below have
      been satisfied:

    


    (a)           The
      Company shall have deposited or caused to be deposited irrevocably with the
      Trustee as trust funds in trust, specifically pledged as security for, and
      dedicated solely to, the benefit of the Holders of the Securities of such series
      (i) money in an amount, or (ii) U.S. Government Obligations (as defined below)
      that through the payment of interest and principal in respect thereof in
      accordance with their terms will provide, not later than one day before the
      due
      date of any payment, money in an amount, or (iii) a combination of (i) and
      (ii), sufficient to pay and discharge each installment of principal (including
      any mandatory sinking fund payments) of and premium, if any, and interest on,
      the Outstanding Securities of such series on the dates such installments of
      interest or principal and premium are due;

     

    (b)           No
      Default with respect to the Securities of such series shall have occurred and
      be
      continuing on the date of such deposit (other than a Default resulting from
      the
      borrowing of funds and the grant of any related liens to be applied to such
      deposit); and

     

    (c)           The
      Company shall have delivered to the Trustee an Opinion of Counsel to the effect
      that Holders of the Securities of such series will not recognize income, gain
      or
      loss for U.S. federal income tax purposes as a result of the Company’s exercise
      of its option under this Section and will be subject to federal income tax
      on
      the same amounts and in the same manner and at the same times as would have
      been
      the case if such action had not been exercised and, in the case of the
      Securities of such series being Discharged accompanied by a ruling to that
      effect received from or published by the Internal Revenue Service.

     

    “Discharged”
      means that the Company shall be deemed to have paid and discharged the entire
      Indebtedness represented by, and obligations under, the Securities of such
      series and to have satisfied all the obligations under this Indenture relating
      to the Securities of such series (and the Trustee, at the expense of the
      Company, shall execute proper instruments acknowledging the same), except (A)
      the rights of Holders of Securities of such series to receive, from the trust
      fund described in clause (a) above, payment of the principal of and premium,
      if
      any, and interest on such Securities when such payments are due, (B) the
      Company’s obligations with respect to Securities
      of such series under Sections 3.04, 3.06, 3.07, 6.02, 12.06 and 12.07 and (C)
      the rights, powers, trusts, duties and immunities of the Trustee
      hereunder.


    
      
        
        

      

      
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    “U.S.
      Government Obligations” means securities that are (i) direct obligations of the
      United States for the payment of which its full faith and credit is pledged
      or
      (ii) obligations of a Person controlled or supervised by and acting as an agency
      or instrumentality of the United States the timely of payment of which is
      unconditionally guaranteed as a full faith and credit obligation by the United
      States, that, in either case under clauses (i) or (ii) are not callable or
      redeemable at the action of the issuer thereof, and shall also include a
      depositary 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 depositary 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 depositary receipt from any amount received by
      the
      custodian in respect of the U.S. Government Obligation or the specific payment
      of interest on or principal of the U.S. Government Obligation evidenced by
      such
      depositary receipt.

     

    Section
      12.04          Repayment to
      Company.  The Trustee and any Paying Agent shall promptly pay to
      the Company (or to its designee) upon Company Order any excess moneys or U.S.
      Government Obligations held by them at any time, including any such moneys
      or
      obligations held by the Trustee under any escrow trust agreement entered into
      pursuant to Section 12.06.  The provisions of the last paragraph of
      Section 6.03 shall apply to any money held by the Trustee or any Paying Agent
      under this Article that remains unclaimed for two years after the Maturity
      of
      any series of Securities for which money or U.S. Government Obligations have
      been deposited pursuant to Section 12.03.

    


    Section
      12.05          Indemnity
      for U.S. Government Obligations.  The Company shall pay and shall
      indemnify the Trustee against any tax, fee or other charge imposed on or
      assessed against the deposited U.S. Government Obligations or the principal
      or
      interest received on such U.S. Government Obligations.

    


    Section
      12.06          Deposits to
      Be Held in Escrow.  Any deposits with the Trustee referred to in
      Section 12.03 above shall be irrevocable (except to the extent provided in
      Sections 12.04 and 12.07) and shall be made under the terms of an escrow trust
      agreement.  If any Outstanding Securities of a series are to be
      redeemed prior to their Stated Maturity, whether pursuant to any optional
      redemption provisions or in accordance with any mandatory or optional sinking
      fund requirement, the applicable escrow trust agreement shall provide therefor
      and the Company shall make such arrangements as are satisfactory to the Trustee
      for the giving of notice of redemption by the Trustee in the name, and at the
      expense, of the Company.  The agreement shall provide that, upon
      satisfaction of any mandatory sinking fund payment requirements, whether by
      deposit of moneys, application of proceeds of deposited U.S. Government
      Obligations or, if permitted, by delivery of Securities, the Trustee shall
      pay
      or deliver over to the Company as excess moneys pursuant to Section 12.04 all
      funds or obligations then held under the agreement and allocable to the sinking
      fund payment requirements so satisfied.

    


    If
      Securities of a series with respect to which such deposits are made may be
      subject to later redemption at the option of the Company or pursuant to optional
      sinking fund payments, the


    
      
        
        

      

      
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    applicable
      escrow trust agreement may, at the option of the Company, provide
      therefor.  In the case of an optional redemption in whole or in part,
      such agreement shall require the Company to deposit with the Trustee on or
      before the date notice of redemption is given funds sufficient to pay the
      Redemption Price of the Securities to be redeemed together with all unpaid
      interest thereon to the Redemption Date.  Upon such deposit of funds,
      the Trustee shall pay or deliver over to the Company as excess funds pursuant
      to
      Section 12.04 all funds or obligations then held under such agreement and
      allocable to the Securities to be redeemed.  In the case of exercise
      of optional sinking fund payment rights by the Company, such agreement shall,
      at
      the option of the Company, provide that upon deposit by the Company with the
      Trustee of funds pursuant to such exercise the Trustee shall pay or deliver
      over
      to the Company as excess funds pursuant to Section 12.04 all funds or
      obligations then held under such agreement for such series and allocable to
      the
      Securities to be redeemed.

     

    Section
      12.07          Application
      of Trust Money.

    


    (a)           Neither
      the Trustee nor any other paying agent shall be required to pay interest on
      any
      moneys deposited pursuant to the provisions of this Indenture, except such
      as it
      shall agree with the Company in writing to pay thereon.  Any moneys so
      deposited for the payment of the principal of, or premium, if any, or interest
      on the Securities of any series and remaining unclaimed for two years after
      the
      date of the maturity of the Securities of such series or the date fixed for
      the
      redemption of all the Securities of such series at the time outstanding, as
      the
      case may be, shall be repaid by the Trustee or such other paying agent to the
      Company upon its written request and thereafter, anything in this Indenture
      to
      the contrary notwithstanding, any rights of the Holders of Securities of
      such series in respect of which such moneys shall have been deposited shall
      be
      enforceable only against the Company, and all liability of the Trustee or such
      other paying agent with respect to such moneys shall thereafter
      cease.

     

    (b)           Subject
      to the provisions of the foregoing paragraph, any moneys which at any time
      shall
      be deposited by the Company or on its behalf with the Trustee or any other
      paying agent for the purpose of paying the principal of, premium, if any, and
      interest on any of the Securities shall be and are hereby assigned, transferred
      and set over to the Trustee or such other paying agent in trust for the
      respective Holders of the Securities for the purpose for which such moneys
      shall
      have been deposited; but such moneys need not be segregated from other funds
      except to the extent required by law.

     

    Section
      12.08          Deposits of
      Non-U.S. Currencies.  Notwithstanding the foregoing provisions of
      this Article, if the Securities of any series are payable in a Currency other
      than U.S. Dollars, the Currency or the nature of the government obligations
      to
      be deposited with the Trustee under the foregoing provisions of this Article
      shall be as set forth in the Officer’s Certificate or established in the
      supplemental indenture under which the Securities of such series are
      issued.


    
      
        
        

      

      
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    ARTICLE
      XIII

     

    IMMUNITY
      OF CERTAIN PERSONS

     

    Section
      13.01          No Personal
      Liability.  No recourse shall be had for the payment of the
      principal of, or the premium, if any, or interest on, any Security or for any
      claim based thereon or otherwise in respect thereof or of the Indebtedness
      represented thereby, or upon any obligation, covenant or agreement of this
      Indenture, against any incorporator, stockholder, officer or director, as such,
      past, present or future, of the Company or of any successor corporation, either
      directly or through the Company or any successor corporation, whether by virtue
      of any constitutional provision, statute or rule of law, or by the enforcement
      of any assessment or penalty or otherwise; it being expressly agreed and
      understood that this Indenture and the Securities are solely corporate
      obligations, and that no personal liability whatsoever shall attach to, or
      be
      incurred by, any incorporator, stockholder, officer or director, as such, past,
      present or future, of the Company or of any successor corporation, either
      directly or through the Company or any successor corporation, because of the
      incurring of the Indebtedness hereby authorized or under or by reason of any
      of
      the obligations, covenants, promises or agreements contained in this Indenture
      or in any of the Securities, or to be implied herefrom or therefrom, and that
      all liability, if any, of that character against every such incorporator,
      stockholder, officer and director is, by the acceptance of the Securities and
      as
      a condition of, and as part of the consideration for, the execution of this
      Indenture and the issue of the Securities expressly waived and
      released.

    


    ARTICLE
      XIV

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      14.01          Without
      Consent of Securityholders.  Except as otherwise provided as
      contemplated by Section 3.01 with respect to any series of Securities, the
      Company and the Trustee, at any time and from time to time, may enter into
      one
      or more indentures supplemental hereto, in form satisfactory to the Trustee,
      for
      any one or more of or all the following purposes:

    


    (a)           to
      add to the covenants and agreements of the Company, to be observed thereafter
      and during the period, if any, in such supplemental indenture or indentures
      expressed, and to add Events of Default, in each case for the protection or
      benefit of the Holders of all or any series of the Securities (and if such
      covenants, agreements and Events of Default are to be for the benefit of fewer
      than all series of Securities, stating that such covenants, agreements and
      Events of Default are expressly being included for the benefit of such series
      as
      shall be identified therein), or to surrender any right or power herein
      conferred upon the Company;

     

    (b)           to
      delete or modify any Events of Default with respect to all or any series of
      the
      Securities, the form and terms of which are being established pursuant to such
      supplemental indenture as permitted in Section 3.01 (and, if any such Event
      of
      Default is applicable to fewer than all such series of the Securities,
      specifying the series to which such Event of Default is applicable), and to
      specify the rights and remedies of the Trustee and the Holders of such
      Securities in connection therewith;


    
      
        
        

      

      
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    (c)           to
      add to or change any of the provisions of this Indenture to provide, change
      or
      eliminate any restrictions on the payment of principal of or premium, if any,
      on
      Securities; provided that any such action shall not adversely affect the
      interests of the Holders of Securities of any series in any material
      respect;

     

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

     

    (e)           to
      evidence the succession of another corporation to the Company, or successive
      successions, and the assumption by such successor of the covenants and
      obligations of the Company contained in the Securities of one or more series
      and
      in this Indenture or any supplemental indenture;

     

    (f)           to
      evidence and provide for the acceptance of appointment hereunder by a successor
      Trustee with respect to one or more series of Securities and to add to or change
      any of the provisions of this Indenture as shall be necessary for or facilitate
      the administration of the trusts hereunder by more than one Trustee, pursuant
      to
      the requirements of Section 11.06(c);

     

    (g)           to
      secure any series of Securities;

     

    (h)           to
      evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or
      11.07 hereof as permitted by the terms thereof;

     

    (i)           to
      cure any ambiguity or to correct or supplement any provision contained herein
      or
      in any indenture supplemental hereto which may be defective or inconsistent
      with
      any other provision contained herein or in any supplemental
      indenture;

     

    (j)           to
      add to or change or eliminate any provision of this Indenture as shall be
      necessary or desirable in accordance with any amendments to the Trust Indenture
      Act;

     

    (k)           to
      add guarantors or co-obligors with respect to any series of
      Securities;

     

    (l)           to
      make any change in any series of Securities that does not adversely affect
      in
      any material respect the interests of the Holders of such
      Securities;

     

    (m)           to
      provide for uncertificated securities in addition to certificated
      securities;

     

    (n)           to
      supplement any of the provisions of this Indenture to such extent as shall
      be
      necessary to permit or facilitate the defeasance and discharge of any series
      of
      Securities; provided that any such action shall not adversely affect the
      interests of the Holders of Securities of such series or any other series of
      Securities;

     

    (o)           to
      prohibit the authentication and delivery of additional series of Securities;
      or

      
        
          
          

        

        
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    (p)           
      to establish the form and terms of Securities of any series as permitted in
      Section 3.01, or to authorize the issuance of additional Securities of a series
      previously authorized or to add to the conditions, limitations or restrictions
      on the authorized amount, terms or purposes of issue, authentication or delivery
      of the Securities of any series, as herein set forth, or other conditions,
      limitations or restrictions thereafter to be observed.

     

    Subject
      to the provisions of Section 14.03, the Trustee is authorized to join with
      the
      Company in the execution of any such supplemental indenture, to make the further
      agreements and stipulations which may be therein contained and to accept the
      conveyance, transfer, assignment, mortgage or pledge of any property or assets
      thereunder.

     

    Any
      supplemental indenture authorized by the provisions of this Section 14.01 may
      be
      executed by the Company and the Trustee without the consent of the Holders
      of
      any of the Securities at the time Outstanding, notwithstanding any of the
      provisions of Section 14.02.

     

    Section
      14.02          With Consent of
      Securityholders; Limitations.

    


    (a)           With
      the consent of the Holders (evidenced as provided in Article VIII) of a majority
      in aggregate principal amount of the Outstanding Securities of each series
      affected by such supplemental indenture voting separately, the Company and
      the
      Trustee may, from time to time and at any time, enter into an indenture or
      indentures supplemental hereto for the purpose of adding any provisions to
      or
      changing in any manner or eliminating any provisions of this Indenture or of
      modifying in any manner the rights of the Holders of the Securities of such
      series to be affected; provided, however, that no such supplemental
      indenture shall, without the consent of the Holder of each Outstanding Security
      of each such series affected thereby,

     

    (i)              extend
      the Stated Maturity of the principal of, or any installment of interest on,
      any
      Security, or reduce the principal amount thereof or the interest thereon or
      any
      premium payable upon redemption thereof, or extend the Stated Maturity of,
      or
      change the Currency in which the principal of and premium, if any, or interest
      on such Security is denominated or payable, or reduce the amount of the
      principal of an Original Issue Discount Security that would be due and payable
      upon a declaration of acceleration of the Maturity thereof pursuant to Section
      7.02, or impair the right to institute suit for the enforcement of any payment
      on or after the Stated Maturity thereof (or, in the case of redemption, on
      or
      after the Redemption Date), or materially adversely affect the economic terms
      of
      any right to convert or exchange any Security as may be provided pursuant to
      Section 3.01; or

     

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

     

    (iii)              modify
      any of the provisions of this Section, Section 7.06 or Section 6.06, except
      to
      increase any such percentage or to provide that certain


    
      
        
        

      

      
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    other
      provisions of this Indenture cannot be modified or waived without the consent
      of
      the Holder of each Outstanding Security affected thereby; provided, however,
      that this clause shall not be deemed to require the consent of any Holder with
      respect to changes in the references to “the Trustee” and concomitant changes in
      this Section and Section 6.06, or the deletion of this proviso, in accordance
      with the requirements of Sections 11.06 and 14.01(f); or

     

    (iv)              modify,
      without the written consent of the Trustee, the rights, duties or immunities
      of
      the Trustee.

     

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

     

    (c)           It
      shall not be necessary for the consent of the Securityholders under this Section
      14.02 to approve the particular form of any proposed supplemental indenture,
      but
      it shall be sufficient if such consent shall approve the substance
      thereof.

     

    (d)           The
      Company may set a record date for purposes of determining the identity of the
      Holders of each series of Securities entitled to give a written consent or
      waive
      compliance by the Company as authorized or permitted by this
      Section.  Such record date shall not be more than 30 days prior to the
      first solicitation of such consent or waiver or the date of the most recent
      list
      of Holders furnished to the Trustee prior to such solicitation pursuant to
      Section 312 of the Trust Indenture Act.

     

    (e)           Promptly
      after the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section 14.02, the Company shall mail a
      notice, setting forth in general terms the substance of such supplemental
      indenture, to the Holders of Securities at their addresses as the same shall
      then appear in the Register of the Company.  Any failure of the
      Company to mail such notice, or any defect therein, shall not, however, in
      any
      way impair or affect the validity of any such supplemental
      indenture.

     

    Section
      14.03          Trustee
      Protected

    


    (a)          Upon
      the request of the Company, accompanied by the Officer’s Certificate and Opinion
      of Counsel required by Section 16.01 stating that the execution of such
      supplemental indenture is authorized or permitted by this Indenture, and
      evidence reasonably satisfactory to the Trustee of consent of the Holders if
      the
      supplemental indenture is to be executed pursuant to Section 14.02, the Trustee
      shall join with the Company in the execution of said supplemental indenture
      unless said supplemental indenture affects the Trustee’s own rights, duties or
      immunities under this Indenture or otherwise, in which case the Trustee may,
      but
      shall not be obligated to, enter into said supplemental
      indenture.  The Trustee shall be fully protected in relying upon such
      Officer’s Certificate and an Opinion of Counsel.

     

    Section
      14.04          Effect of
      Execution of Supplemental Indenture.  Upon the execution of any
      supplemental indenture pursuant to the provisions of this Article XIV, this
      Indenture shall be deemed to be modified and amended in accordance therewith
      and, except as herein otherwise


    
      
        
        

      

      
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    expressly
      provided, the respective rights, limitations of rights, obligations, duties
      and
      immunities under this Indenture of the Trustee, the Company and the Holders
      of
      all of the Securities or of the Securities of any series affected, as the case
      may be, shall thereafter be determined, exercised and enforced hereunder subject
      in all respects to such modifications and amendments, and all the terms and
      conditions of any such supplemental indenture shall be and be deemed to be
      part
      of the terms and conditions of this Indenture for any and all
      purposes.

    


    Section
      14.05          Notation on
      or Exchange of Securities.  Securities of any series authenticated
      and delivered after the execution of any supplemental indenture pursuant to
      the
      provisions of this Article may bear a notation in the form approved by the
      Trustee as to any matter provided for in such supplemental
      indenture.  If the Company or the Trustee shall so determine, new
      Securities so modified as to conform, in the opinion of the Trustee and the
      Board of Directors of the Company, to any modification of this Indenture
      contained in any such supplemental indenture may be prepared and executed by
      the
      Company and authenticated and delivered by the Trustee in exchange for the
      Securities then Outstanding in equal aggregate principal amounts, and such
      exchange shall be made without cost to the Holders of the
      Securities.

    


    Section
      14.06          Conformity
      with TIA.  Every supplemental indenture executed pursuant to the
      provisions of this Article shall conform to the requirements of the Trust
      Indenture Act as then in effect.

    


    ARTICLE
      XV

     

    SUBORDINATION
      OF SECURITIES

     

    Section
      15.01          Agreement to
      Subordinate. In the event a series of Securities is designated as
      subordinated pursuant to Section 3.01, and except as otherwise provided in
      a
      Company Order or in one or more indentures supplemental hereto, the Company,
      for
      itself, its successors and assigns, covenants and agrees, and each Holder of
      Securities of such series by his, her or its acceptance thereof, likewise
      covenants and agrees, that the payment of the principal of (and premium, if
      any)
      and interest, if any, on each and all of the Securities of such series is hereby
      expressly subordinated, to the extent and in the manner hereinafter set forth,
      in right of payment to the prior payment in full of all Senior
      Indebtedness.  In the event a series of Securities is not designated
      as subordinated pursuant to Section 3.01(s), this Article XV shall have no
      effect upon the Securities.

    


    Section
      15.02          Distribution
      on Dissolution, Liquidation and Reorganization; Subrogation of Securities.
      Subject to Section 15.01, upon any distribution of assets of the Company upon
      any dissolution, winding up, liquidation or reorganization of the Company,
      whether in bankruptcy, insolvency, reorganization or receivership proceedings
      or
      upon an assignment for the benefit of creditors or any other marshalling of
      the
      assets and liabilities of the Company or otherwise (subject to the power of
      a
      court of competent jurisdiction to make other equitable provision reflecting
      the
      rights conferred in this Indenture upon the Senior Indebtedness and the holders
      thereof with respect to the Securities and the holders thereof by a lawful
      plan
      of reorganization under applicable bankruptcy law):


    
      
        
        

      

      
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    (a)           the
      holders of all Senior Indebtedness shall be entitled to receive payment in
      full
      of the principal thereof (and premium, if any) and interest due thereon before
      the Holders of the Securities are entitled to receive any payment upon the
      principal (or premium, if any) or interest, if any, on Indebtedness evidenced
      by
      the Securities; and

     

    (b)           any
      payment or distribution of assets of the Company of any kind or character,
      whether in cash, property or securities, to which the Holders of the Securities
      or the Trustee would be entitled except for the provisions of this Article
      XV
      shall be paid by the liquidation trustee or agent or other Person making such
      payment or distribution, whether a trustee in bankruptcy, a receiver or
      liquidating trustee or otherwise, directly to the holders of Senior Indebtedness
      or their representative or representatives or to the trustee or trustees under
      any indenture under which any instruments evidencing any of such Senior
      Indebtedness may have been issued, ratably according to the aggregate amounts
      remaining unpaid on account of the principal of (and premium, if any) and
      interest on the Senior Indebtedness held or represented by each, to the extent
      necessary to make payment in full of all Senior Indebtedness remaining unpaid,
      after giving effect to any concurrent payment or distribution to the holders
      of
      such Senior Indebtedness; and

     

    (c)           in
      the event that, notwithstanding the foregoing, any payment or distribution
      of
      assets of the Company of any kind or character, whether in cash, property or
      securities prohibited by the foregoing, shall be received by the Trustee or
      the
      Holders of the Securities before all Senior Indebtedness is paid in full, such
      payment or distribution shall be paid over, upon written notice to a Responsible
      Officer of the Trustee, to the holder of such Senior Indebtedness or his, her
      or
      its representative or representatives or to the trustee or trustees under any
      indenture under which any instrument evidencing any of such Senior Indebtedness
      may have been issued, ratably as aforesaid, as calculated by the Company, for
      application to payment of all Senior Indebtedness remaining unpaid until all
      such Senior Indebtedness shall have been paid in full, after giving effect
      to
      any concurrent payment or distribution to the holders of such Senior
      Indebtedness.

     

    (d)           Subject
      to the payment in full of all Senior Indebtedness, the Holders of the Securities
      shall be subrogated to the rights of the holders of Senior Indebtedness (to
      the
      extent that distributions otherwise payable to such holder have been applied
      to
      the payment of Senior Indebtedness) to receive payments or distributions of
      cash, property or securities of the Company applicable to Senior Indebtedness
      until the principal of (and premium, if any) and interest, if any, on the
      Securities shall be paid in full and no such payments or distributions to the
      Holders of the Securities of cash, property or securities otherwise
      distributable to the holders of Senior Indebtedness shall, as between the
      Company, its creditors other than the holders of Senior Indebtedness, and the
      Holders of the Securities be deemed to be a payment by the Company to or on
      account of the Securities. It is understood that the provisions of this Article
      XV are and are intended solely for the purpose of defining the relative rights
      of the Holders of the Securities, on the one hand, and the holders of the Senior
      Indebtedness, on the other hand. Nothing contained in this Article XV or
      elsewhere in this Indenture or in the Securities is intended to or shall impair,
      as between the Company, its creditors other than the holders of Senior
      Indebtedness, and the Holders of the Securities, the obligation of the Company,
      which is unconditional and absolute, to pay to the Holders of the Securities
      the
      principal of (and premium, if any) and interest, if any, on the Securities
      as
      and when the same shall become due and payable in accordance with their
      terms,


    
      
        
        

      

      
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    or
      to affect the relative rights of the Holders of the Securities and creditors
      of
      the Company other than the holders of Senior Indebtedness, nor shall anything
      herein or in the Securities prevent the Trustee or the Holder of any Security
      from exercising all remedies otherwise permitted by applicable law upon default
      under this Indenture, subject to the rights, if any, under this Article XV
      of
      the holders of Senior Indebtedness in respect of cash, property or securities
      of
      the Company received upon the exercise of any such remedy. Upon any payment
      or
      distribution of assets of the Company referred to in this Article XV, the
      Trustee, subject to the provisions of Section 15.05, shall be entitled to
      conclusively rely upon a certificate of the liquidating trustee or agent or
      other person making any distribution to the Trustee for the purpose of
      ascertaining the Persons entitled to participate in such distribution, the
      holders of Senior Indebtedness and other indebtedness of the Company, the amount
      thereof or payable thereon, the amount or amounts paid or distributed thereof
      and all other facts pertinent thereto or to this Article XV.

     

    Section
      15.03          No Payment
      on Securities in Event of Default on Senior Indebtedness. Subject to Section
      15.01, no payment by the Company on account of principal (or premium, if any),
      sinking funds or interest, if any, on the Securities shall be made at anytime
      if: (i) a default on Senior Indebtedness exists that permits the holders of
      such
      Senior Indebtedness to accelerate its maturity and (ii) the default is the
      subject of judicial proceedings or the Company has received notice of such
      default. The Company may resume payments on the Securities when full payment
      of
      amounts then due for principal (premium, if any), sinking funds and interest
      on
      Senior Indebtedness has been made or duly provided for in money or money’s
      worth.

    


    In
      the event that, notwithstanding the foregoing, any payment shall be received
      by
      the Trustee when such payment is prohibited by the preceding paragraph of this
      Section 15.03, such payment shall be held in trust for the benefit of, and
      shall
      be paid over or delivered to, the holders of such Senior Indebtedness or their
      respective representatives, or to the trustee or trustees under any indenture
      pursuant to which any of such Senior Indebtedness may have been issued, as
      their
      respective interests may appear, as calculated by the Company, but only to
      the
      extent that the holders of such Senior Indebtedness (or their representative
      or
      representatives or a trustee) notify the Trustee in writing within 90 days
      of
      such payment of the amounts then due and owing on such Senior Indebtedness
      and
      only the amounts specified in such notice to the Trustee shall be paid to the
      holders of such Senior Indebtedness.

     

    Section
      15.04          Payments on
      Securities Permitted. Subject to Section 15.01, nothing contained in this
      Indenture or in any of the Securities shall (a) affect the obligation of the
      Company to make, or prevent the Company from making, at any time except as
      provided in Sections 15.02 and 15.03, payments of principal of (or premium,
      if
      any) or interest, if any, on the Securities or (b) prevent the application
      by
      the Trustee of any moneys or assets deposited with it hereunder to the payment
      of or on account of the principal of (or premium, if any) or interest, if any,
      on the Securities, unless a Responsible Officer of the Trustee shall have
      received at its Corporate Trust Office written notice of any fact prohibiting
      the making of such payment from the Company or from the holder of any Senior
      Indebtedness or from the trustee for any such holder, together with proof
      satisfactory to the Trustee of such holding of Senior Indebtedness or of the
      authority of such trustee more than two Business Days prior to the date fixed
      for such payment.


    
      
        
        

      

      
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    Section
      15.05          Authorization
      of Securityholders to Trustee to Effect Subordination. Subject to Section
      15.01, each Holder of Securities by his acceptance thereof authorizes and
      directs the Trustee on his, her or its behalf to take such action as may be
      necessary or appropriate to effectuate the subordination as provided in this
      Article XV and appoints the Trustee his attorney-in-fact for any and all such
      purposes.

    


    Section
      15.06          Notices to
      Trustee. The Company shall give prompt written notice to a Responsible
      Officer of the Trustee of any fact known to the Company that would prohibit
      the
      making of any payment of monies or assets to or by the Trustee in respect of
      the
      Securities of any series pursuant to the provisions of this Article
      XV.  Subject to Section 15.01, notwithstanding the provisions of this
      Article XV or any other provisions of this Indenture, neither the Trustee nor
      any Paying Agent (other than the Company) shall be charged with knowledge of
      the
      existence of any Senior Indebtedness or of any fact which would prohibit the
      making of any payment of moneys or assets to or by the Trustee or such Paying
      Agent, unless and until a Responsible Officer of the Trustee or such Paying
      Agent shall have received (in the case of a Responsible Officer of the Trustee,
      at the Corporate Trust Office of the Trustee) written notice thereof from the
      Company or from the holder of any Senior Indebtedness or from the trustee for
      any such holder, together with proof satisfactory to the Trustee of such holding
      of Senior Indebtedness or of the authority of such trustee and, prior to the
      receipt of any such written notice, the Trustee shall be entitled in all
      respects conclusively to presume that no such facts exist; provided, however,
      that if at least two Business Days prior to the date upon which by the terms
      hereof any such moneys or assets may become payable for any purpose (including,
      without limitation, the payment of either the principal (or premium, if any)
      or
      interest, if any, on any Security) a Responsible Officer of the Trustee shall
      not have received with respect to such moneys or assets the notice provided
      for
      in this Section 15.06, then, anything herein contained to the contrary
      notwithstanding, the Trustee shall have full power and authority to receive
      such
      moneys or assets and to apply the same to the purpose for which they were
      received, and shall not be affected by any notice to the contrary which may
      be
      received by it within two Business Days prior to such date. The Trustee shall
      be
      entitled to rely on the delivery to it of a written notice by a Person
      representing himself to be a holder of Senior Indebtedness (or a trustee on
      behalf of such holder) to establish that such a notice has been given by a
      holder of Senior Indebtedness or a trustee on behalf of any such holder. In
      the
      event that the Trustee determines in good faith that further evidence is
      required with respect to the right of any Person as a holder of Senior
      Indebtedness to participate in any payment or distribution pursuant to this
      Article XV, the Trustee may request such Person to furnish evidence to the
      reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
      held by such Person, the extent to which such Person is entitled to participate
      in such payment or distribution and any other facts pertinent to the rights
      of
      such Person under this Article XV and, if such evidence is not furnished, the
      Trustee may defer any payment to such Person pending judicial determination
      as
      to the right of such Person to receive such payment.

    


    Section
      15.07          Trustee as
      Holder of Senior Indebtedness. Subject to Section 15.01, the Trustee in its
      individual capacity shall be entitled to all the rights set forth in this
      Article XV in respect of any Senior Indebtedness at any time held by it to
      the
      same extent as any other holder of Senior Indebtedness and nothing in this
      Indenture shall be construed to deprive the Trustee of any of its rights as
      such
      holder. Nothing in this Article XV shall apply to claims of, or payments to,
      the
      Trustee under or pursuant to Sections 7.05 or 11.01.


    
      
        
        

      

      
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    Section
      15.08          Modifications
      of Terms of Senior Indebtedness. Subject to Section 15.01, any renewal or
      extension of the time of payment of any Senior Indebtedness or the exercise
      by
      the holders of Senior Indebtedness of any of their rights under any instrument
      creating or evidencing Senior Indebtedness, including, without limitation,
      the
      waiver of default thereunder, may be made or done all without notice to or
      assent from the Holders of the Securities or the Trustee. No compromise,
      alteration, amendment, modification, extension, renewal or other change of,
      or
      waiver, consent or other action in respect of, any liability or obligation
      under
      or in respect of, or of any of the terms, covenants or conditions of any
      indenture or other instrument under which any Senior Indebtedness is outstanding
      or of such Senior Indebtedness, whether or not such release is in accordance
      with the provisions of any applicable document, shall in any way alter or affect
      any of the provisions of this Article XV or of the Securities relating to the
      subordination thereof.

    


    Section
      15.09          Reliance
      on Judicial Order or Certificate of Liquidating Agent. Subject to
      Section 15.01, upon any payment or distribution of assets of the Company
      referred to in this Article XV, the Trustee and the Holders of the Securities
      shall be entitled to conclusively rely upon any order or decree entered by
      any
      court of competent jurisdiction in which such insolvency, bankruptcy,
      receivership, liquidation, reorganization, dissolution, winding up or similar
      case or proceeding is pending, or a certificate of the trustee in bankruptcy,
      liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
      agent or other person making such payment or distribution, delivered to the
      Trustee or to the Holders of Securities, for the purpose of ascertaining the
      Persons entitled to participate in such payment or distribution, the holders
      of
      Senior Indebtedness and other indebtedness of the Company, the amount thereof
      or
      payable thereon, the amount or amounts paid or distributed thereon and all
      other
      facts pertinent thereto or to this Article XV.

    


    Section
      15.10          Satisfaction
      and Discharge; Defeasance and Covenant Defeasance. Subject to Section 15.01,
      amounts and U.S. Government Obligations deposited in trust with the Trustee
      pursuant to and in accordance with Article XII and not, at the time of such
      deposit, prohibited to be deposited under Sections 15.02 or 15.03 shall not
      be
      subject to this Article XV.

    


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


    
      
        
        

      

      
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    ARTICLE
      XVI

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      16.01          Certificates
      and Opinions as to Conditions Precedent.

    


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

     

    (b)           Each
      certificate or opinion provided for in this Indenture and delivered to the
      Trustee with respect to compliance with a condition or covenant provided for
      in
      this Indenture shall include (i) a statement that the Person giving such
      certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the view or opinion of such Person, he or
      she
      has made such examination or investigation as is necessary to enable such Person
      to express an informed view or opinion as to whether or not such covenant or
      condition has been complied with; and (iv) a statement as to whether or not,
      in
      the view or opinion of such Person, such condition or covenant has been
      complied with.

     

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

     

    (d)           Any
      certificate, statement or opinion of an officer of the Company or of counsel
      to
      the Company may be based, insofar as it relates to accounting matters, upon
      a
      certificate or opinion of, or representations by, an accountant or firm of
      accountants, unless such officer or counsel, as the case may be, knows, or
      in
      the exercise of reasonable care should know, that the certificate or opinion
      or
      representations with respect to the accounting matters upon which his or her
      certificate, statement or opinion may be based are erroneous.  Any
      certificate or opinion of any firm of independent registered public accountants
      filed with the Trustee shall contain a statement that such firm is
      independent.

     


    
      
        
        

      

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

     

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

     

    Section
      16.02          Trust
      Indenture Act Controls.  If and to the extent that any provision
      of this Indenture limits, qualifies or conflicts with the duties imposed by,
      or
      another provision included in this Indenture which is required to be included
      in
      this Indenture by any of the provisions of Sections 310 to 318, inclusive,
      of
      the Trust Indenture Act, such imposed duties or incorporated provision shall
      control.

    


    Section
      16.03          Notices to
      the Company and Trustee.  Any notice or demand authorized by this
      Indenture to be made upon, given or furnished to, or filed with, the Company
      or
      the Trustee shall be sufficiently made, given, furnished or filed for all
      purposes if it shall be mailed, delivered or telefaxed to:

    


    (a)           the
      Company, at 2366 Bernville Road, Reading, Pennsylvania 19605, Attention: General
      Counsel, Facsimile No.: (610) 208-1807 or at such other address or facsimile
      number as may have been furnished in writing to the Trustee by the
      Company.

     

    (b)           the
      Trustee, at the Corporate Trust Office of the Trustee, Attention: Corporate
      Trust Administration.

     

    Any
      such notice, demand or other document shall be in the English
      language.

     

    Section
      16.04          Notices to
      Securityholders; Waiver.  Any notice required or permitted to be
      given to Securityholders shall be sufficiently given (unless otherwise herein
      expressly provided),

    


    (a)           if
      to Holders, if given in writing by first class mail, postage prepaid, to such
      Holders at their addresses as the same shall appear on the Register of the
      Company.

     

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

     

    (c)           Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by the Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such
      notice.  Waivers of notice by Holders shall be filed with the Trustee,
      but such filing shall not be a condition precedent to the validity of any action
      taken in reliance on such waiver.  In any case where notice to Holders
      is given by mail;

     


    
      
        
        

      

      
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    neither
      the failure to mail such notice nor any defect in any notice so mailed to any
      particular Holder shall affect the sufficiency of such notice with respect
      to
      other Holders, and any notice that is mailed in the manner herein provided
      shall
      be conclusively presumed to have been duly given.  In any case where
      notice to Holders is given by publication, any defect in any notice so published
      as to any particular Holder shall not affect the sufficiency of such notice
      with
      respect to other Holders, and any notice that is published in the manner herein
      provided shall be conclusively presumed to have been duly given.

     

    Section
      16.05          Legal
      Holiday.  Unless otherwise specified pursuant to Section 3.01, in
      any case where any Interest Payment Date, Redemption Date or Maturity of any
      Security of any series shall not be a Business Day at any Place of Payment
      for
      the Securities of that series, then payment of principal and premium, if any,
      or
      interest need not be made at such Place of Payment on such date, but may be
      made
      on the next succeeding Business Day at such Place of Payment with the same
      force
      and effect as if made on such Interest Payment Date, Redemption Date or Maturity
      and no interest shall accrue on such payment for the period from and after
      such
      Interest Payment Date, Redemption Date or Maturity, as the case may be, to
      such
      Business Day if such payment is made or duly provided for on such Business
      Day.

    


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

    


    Section
      16.07          Successors
      and Assigns.  All covenants and agreements in this Indenture by
      the parties hereto shall bind their respective successors and assigns and inure
      to the benefit of their permitted successors and assigns, whether so expressed
      or not.

    


    Section
      16.08          Separability
      Clause.  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
      16.09          Benefits of
      Indenture.  Nothing in this Indenture expressed and nothing that
      may be implied from any of the provisions hereof is intended, or shall be
      construed, to confer upon, or to give to, any Person or corporation other than
      the parties hereto and their successors and the Holders of the Securities any
      benefit or any right, remedy or claim under or by reason of this Indenture
      or
      any covenant, condition, stipulation, promise or agreement hereof, and all
      covenants, conditions, stipulations, promises and agreements in this Indenture
      contained shall be for the sole and exclusive benefit of the parties hereto
      and
      their successors and of the Holders of the Securities.

    


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

    


    Section
      16.11          Governing
      Law; Waiver of Trial by Jury.  This Indenture and the Securities
      shall be deemed to be contracts made under the law of the State of New York,
      and
      for all purposes shall be governed by and construed in accordance with the
      law
      of said State.


    
      
        
        

      

      
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    EACH
      PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY
      WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
      HAVE
      TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
      OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

     


    
      
        
        

      

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

     

    


    
      	 	
              ENERSYS,

            
	 	
              as
                Issuer

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	 	 
	 	
              WILMINGTON
                TRUST COMPANY, as

            
	 	
              Trustee

            	 
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title: