EXHIBIT 4 (f)

# THE BLACK & DECKER
CORPORATION

# AND

# THE BANK OF NEW YORK, AS TRUSTEE

# DEBT SECURITIES

# INDENTURE

# Dated as of November 16,
2006



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# TABLE OF CONTENTS



| |  | 
| |  | 
| |  | 

ARTICLE I. DEFINITIONS AND
INCORPORATION BY REFERENCE

|                                                    |  |                                                                                                     
|--------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------
|SECTION 1.1  
SECTION 1.2 
SECTION 1.3 
SECTION 1.4 |  | DEFINITIONSOTHER DEFINITIONS
INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT
RULES OF CONSTRUCTION

ARTICLE II. THE DEBT
SECURITIES

|                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION 2.1  
SECTION 2.2 
SECTION 2.3 
SECTION 2.4 
SECTION 2.5 
SECTION 2.6 
SECTION 2.7 
SECTION 2.8 
SECTION 2.9 
SECTION 2.10 
SECTION 2.11 
SECTION 2.12 
SECTION 2.13 
SECTION 2.14 
SECTION 2.15 |  | FORM AND DATING
EXECUTION AND AUTHENTICATION
AMOUNT UNLIMITED; ISSUABLE IN SERIES
BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES
REGISTRAR AND PAYING AGENT
PAYING AGENT TO HOLD MONEY IN TRUST
HOLDER LISTS
TRANSFER AND EXCHANGE
MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES
OUTSTANDING DEBT SECURITIES
TEMPORARY DEBT SECURITIES
CANCELLATION
PAYMENT OF INTEREST; DEFAULTED INTEREST
COMPUTATION OF INTEREST
CUSIP AND ISIN NUMBERS

ARTICLE III. COVENANTS

|                                                                                           |  |                                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION 3.1  
SECTION 3.2 
SECTION 3.3 
SECTION 3.4 
SECTION 3.5 
SECTION 3.6 
SECTION 3.7 |  | PAYMENT OF DEBT SECURITIES
LIMITATION ON LIENS
LIMITATION ON SALE LEASEBACK TRANSACTIONS
MAINTENANCE OF OFFICE OR AGENCY
COMPLIANCE CERTIFICATE
STATEMENT BY OFFICERS AS TO DEFAULT
FURTHER INSTRUMENTS AND ACTS

ARTICLE IV. SUCCESSOR
COMPANY

|            |  |                                                                                
|----------- |  | -------------------------------------------------------------------------------
|SECTION 4.1 |  | MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS OF THE COMPANY

ARTICLE V. REDEMPTION OF
SECURITIES

|                                                                 |  |                                                                                                                                                               
|---------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION 5.1  
SECTION 5.2 
SECTION 5.3 
SECTION 5.4 
SECTION 5.5 |  | OPTIONAL REDEMPTION
APPLICABILITY OF ARTICLE
ELECTION TO REDEEM; NOTICE TO TRUSTEE
SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED
NOTICE OF REDEMPTION



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|                                      |  |                                                                                                        
|------------------------------------- |  | -------------------------------------------------------------------------------------------------------
|SECTION 5.6 
SECTION 5.7 
SECTION 5.8 |  | DEPOSIT OF REDEMPTION PRICE
DEBT SECURITIES PAYABLE ON REDEMPTION DATE
DEBT SECURITIES REDEEMED IN PART

ARTICLE VI. DEFAULTS AND REMEDIES

|                                                                                                                                                 |  |                                                                                                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION 6.1  
SECTION 6.2 
SECTION 6.3 
SECTION 6.4 
SECTION 6.5 
SECTION 6.6 
SECTION 6.7 
SECTION 6.8 
SECTION 6.9 
SECTION 6.10 
SECTION 6.11 |  | EVENTS OF DEFAULT
ACCELERATION
OTHER REMEDIES
WAIVER OF EXISTING DEFAULTS
CONTROL BY MAJORITY
LIMITATION ON SUITS
RIGHTS OF HOLDERS TO RECEIVE PAYMENT
COLLECTION SUIT BY TRUSTEE
TRUSTEE MAY FILE PROOFS OF CLAIM
PRIORITIESS
UNDERTAKING FOR COSTS

ARTICLE VII. TRUSTEE

|                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION 7.1  
SECTION 7.2 
SECTION 7.3 
SECTION 7.4 
SECTION 7.5 
SECTION 7.6 
SECTION 7.7 
SECTION 7.8 
SECTION 7.9 
SECTION 7.10 
SECTION 7.11 |  | DUTIES OF TRUSTEE
RIGHTS OF TRUSTEE
INDIVIDUAL RIGHTS OF TRUSTEE
TRUSTEE'S DISCLAIMER
NOTICE OF DEFAULTS
REPORTS BY TRUSTEE TO HOLDERS
COMPENSATION AND INDEMNITY
REPLACEMENT OF TRUSTEE
SUCCESSOR TRUSTEE BY MERGER
ELIGIBILITY; DISQUALIFICATION
PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

ARTICLE VIII.
SATISFACTION AND DISCHARGE OF INDENTURE

|                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION 8.1  
SECTION 8.2 
SECTION 8.3 
SECTION 8.4 
SECTION 8.5 
SECTION 8.6 
SECTION 8.7 
SECTION 8.8 
SECTION 8.9 
SECTION 8.10 |  | OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE
LEGAL DEFEASANCE AND DISCHARGE
COVENANT DEFEASANCE
CONDITIONS TO LEGAL OR COVENANT DEFEASANCE
SATISFACTION AND DISCHARGE OF INDENTURE
SURVIVAL OF CERTAIN OBLIGATIONS
ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE
APPLICATION OF TRUST MONEYS
REPAYMENT TO THE COMPANY; UNCLAIMED MONEY
REINSTATEMENT

ARTICLE IX. AMENDMENTS

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|---------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION 9.1  
SECTION 9.2 
SECTION 9.3 
SECTION 9.4 
SECTION 9.5 |  | WITHOUT CONSENT OF HOLDERS
WITH CONSENT OF HOLDERS
COMPLIANCE WITH TRUST INDENTURE ACT
NOTATION ON OR EXCHANGE OF DEBT SECURITIES
TRUSTEE TO SIGN AMENDMENTS



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ARTICLE X. MISCELLANOUS

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|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SECTION 10.1  
SECTION 10.2 
SECTION 10.3 
SECTION 10.4 
SECTION 10.5 
SECTION 10.6 
SECTION 10.7 
SECTION 10.8 
SECTION 10.9 
SECTION 10.10 
SECTION 10.11 
SECTION 10.12 
SECTION 10.13 
SECTION 10.14 
SECTION 10.15 
SECTION 10.16 |  | TRUST INDENTURE ACT CONTROLS
NOTICES
COMMUNICATION BY HOLDERS WITH OTHER HOLDERS
CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT
STATEMENTS REQUIRED IN CERTIFICATE OR OPINION
WHEN DEBT SECURITIES DISREGARDED
RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR
LEGAL HOLIDAYS
GOVERNING LAW; WAIVER OF JURY TRIAL
NO RECOURSE AGAINST OTHERS
SUCCESSORS
MULTIPLE ORIGINALS
VARIABLE PROVISIONS 
TABLE OF CONTENTS; HEADINGS
FORCE MAJEURE
SEVERABILITY



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# CROSS-REFERENCE TABLE

|                                                                                                                                                                                                                                                                                                                             |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|TIA Section  
310(a)(1)
(a)(2)
(a)(3)
(a)(4)
(b)    
(c)    
311(a)    
(b)    
(c)    
313(a)    
(b)(1)
(b)(2)
(c)    
(d)    
314(a)    
(b)    
(c)(1)
(c)(2)
(c)(3)
(d)    
(e)    
315(a)    
(b)    
(c)    
(d)    
(e)    
316(a)(last sentence)
(a)(1)(A)
(a)(1)(B)
(a)(2)
(b)    
317(a)(1)
(a)(2)
(b)    
318(a) |  | 

N.A.
means Not Applicable.Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.



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1

INDENTURE, dated
as of November 16, 2006, between THE BLACK & DECKER CORPORATION, a Maryland
corporation, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee.

Each
party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Companys debt securities to be issued in one or more
series (the Debt Securities) up to such principal amount or amounts as
may be authorized from time to time in accordance with the terms of this Indenture.

ARTICLE IDefinitions and
Incorporation by Reference

SECTION
1.1 Definitions.

Attributable
Debt for a lease means the carrying value of the capitalized rental obligation
determined under generally accepted accounting principles whether or not such obligation
is required to be shown on the balance sheet as a long-term liability. The carrying value
may be reduced by the capitalized value of the rental obligations, calculated on the same
basis, that any sublessee has for all or part of the same property.

Board
of Directors means, as to any Person, the board of directors of such Person or
any duly authorized committee thereof.

Board
Resolution means, with respect to any Person, a resolution of the Board of
Directors or of a committee or person to which or to whom the Board of Directors has
properly delegated the appropriate authority, a copy of which has been certified by the
Secretary or an Assistant Secretary of the Person to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification and
delivered to the Trustee.

Business
Day means any day other than a Saturday, Sunday or other day on which commercial
banking institutions are authorized or required by law to close in New York City.

Company
means The Black & Decker Corporation or its successor.

Consolidated
Net Tangible Assets means total assets less (1) total current liabilities
(excluding any Debt which, at the option of the applicable borrower, is renewable or
extendible to a term exceeding 12 months and which is included in current liabilities and
further excluding any deferred income taxes which are included in current liabilities) and
(2) goodwill, patents, trademarks and other like intangibles, all as stated on the
Companys most recent quarter-end consolidated balance sheet preceding the date of
determination.

Corporate
Trust Office means the designated office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the date hereof is located
at 101 Barclay Street, New York, New York, Floor 8W, 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 office of any
successor Trustee (or such other



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2

address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

Debt
means any debt for borrowed money (including the Debt Securities), capitalized lease
obligations and purchase money obligations, or any guarantee of such debt, in any such
case that would appear on the consolidated balance sheet of the Company as a liability.

Debt
Securities means, as defined in the second introductory paragraph of this
Indenture, any of the securities that are authenticated and delivered under this
Indenture.

Default
means any event that is, or after notice or passage of time or both would be, an Event of
Default.

Depositary
means with respect to the Debt Securities of any series issuable or issued in the form of
one or more Global Securities, The Depository Trust Company, or such other Person
designated as Depositary by the Company pursuant to Section 2.3 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 Debt Securities of any such series
shall mean the Depositary with respect to the Global Securities of that series.

Exchange
Act means the Securities Exchange Act of 1934, as amended.

Exempted Debt
calculated with respect to any series of Debt Securities means the sum, without
duplication, of the following items outstanding as of the date of determination: (i) Debt
incurred after the date on which the Debt Securities of the applicable series are first
issued and secured by liens created or assumed or permitted to exist pursuant to paragraph
(b) of Section 3.2 and (ii) Attributable Debt of the Company and its
Subsidiaries in respect of all sale and lease-back transactions with regard to any
Principal Property entered into pursuant to paragraph (b) of Section 3.3.

Fiscal
Year means the fiscal year of the Company.

Funded Debt
means all Debt having a maturity of more than one year from the date of its creation or
having a maturity of less than one year but by its terms being renewable or extendible, at
the option of the obligor in respect thereof, beyond one year from its creation.

Global
Security means a Debt Security evidencing all or part of a series of Debt
Securities issued to the Depositary for such series in accordance with
Sections 2.2 and 2.4.

Holder
means the Person in whose name a Debt Security is registered in the Security Register.

Indenture
means this Indenture, as amended or supplemented from time to time.

Issue
Date means the date on which a series of Debt Securities are originally issued.



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3

Legal Holiday
has the meaning ascribed to it in Section 10.8.

Officer
means the Chairman of the Board, any Vice Chairman of the Board, the President, the Chief
Financial Officer, any Senior Vice President, any Vice President, the Treasurer or the
Secretary of the Company.

Officers
Certificate means a certificate signed by two Officers or by an Officer and
either an Assistant Treasurer or an Assistant Secretary of the Company and delivered to
the Trustee. An Officers Certificate given pursuant to Section 3.5 shall
be signed by any of the principal executive officer, the principal financial officer or
the principal accounting officer of the Company and any other Officer.

Opinion
of Counsel means a written opinion (subject to customary assumptions,
qualifications and exceptions) from legal counsel that is reasonably acceptable to the
Trustee. Unless otherwise required by the TIA, the counsel may be an employee of or
counsel to the Company.

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

principal
of any Debt (including the Debt Securities) means the principal amount of such Debt plus
the premium, if any, on such Debt.

Principal
Property means land, land improvements, buildings and associated factory and
laboratory equipment owned or leased pursuant to a capital lease and used by the Company
or any Subsidiary primarily for manufacturing, assembling, processing, producing,
packaging or storing its products, raw materials, inventories or other materials and
supplies located in the United States and having an acquisition cost plus capitalized
improvements in excess of 2% of Consolidated Net Tangible Assets as of the date of
determination, but shall not include any such property financed through the issuance of
tax exempt governmental obligations, or any such property that has been determined by
Board Resolution of the Company not to be of material importance to the respective
businesses conducted by the Company and its Subsidiaries taken as a whole, effective as of
the date such resolution is adopted.

Redemption
Date means, with respect to any redemption of Debt Securities, the date of
redemption with respect thereto.

SEC
means the Securities and Exchange Commission.

Securities
Act means the Securities Act of 1933, as amended.

Securities Custodian
means the custodian with respect to the Global Security (as appointed by the Depositary),
or any successor Person thereto and shall initially be the Trustee.

Security
Register has the meaning ascribed to it in Section 2.5.



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Stated
Maturity means, with respect to any security, the date specified in such
security as the fixed date on which the payment of principal of such security is due and
payable, including pursuant to any mandatory redemption provision, but shall not include
any contingent obligations to repay, redeem or repurchase any such principal prior to the
date originally scheduled for the payment thereof.

Subsidiary
means any corporation, limited liability company or other business entity of which more
than 50% of the total voting power of the equity interests entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof or any partnership of which more than 50% of the partners equity interests
(considering all partners equity interests as a single class) is, in each case, at
the time owned or controlled, directly or indirectly, by the Company, one or more of the
Subsidiaries of the Company, or a combination thereof.

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

Trustee
means the party named as such in this Indenture until a successor replaces it and,
thereafter, means the successor.

Trust
Officer shall mean, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant
vice president, assistant secretary, assistant treasurer, trust officer or any other
officer of the Trustee who customarily performs functions similar to those performed by
the Persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of such Persons knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the administration of
this Indenture.

U.S.
          GAAP means generally accepted accounting principles in the United
          States as have been approved by a significant segment of the United States
          accounting profession, which are in effect at the time of each application for
          purposes of determining compliance with Article III. For the
          purposes of this Indenture, the term consolidated with respect to
          any Person shall mean such Person consolidated with its Subsidiaries.

U.S.
          Government Securities means securities that are (a) direct obligations
          of the United States of America for the timely payment of which its full faith
          and credit is pledged or (b) obligations of a Person controlled or supervised by
          and acting as an agency or instrumentality of the United States of America the
          timely payment of which is unconditionally guaranteed as a full faith and credit
          obligation by the United States of America, which, in either case, are not
          callable or redeemable at the option of the issuer thereof, and shall also
          include a depository receipt issued by a bank (as defined in
          Section 3(a)(2) of the Securities Act), as custodian with respect to any
          such U.S. Government Securities or a specific payment of principal of or
          interest on any such U.S. Government Securities held by such custodian for the
          account of the holder of such depository receipt, provided that (except as
          required by law) such custodian is not authorized to make any deduction from the
          amount payable to the holder of such depository receipt from any amount received
          by the custodian in respect of the U.S. Government Securities



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or the specific
          payment of principal of or interest on the U.S. Government Securities evidenced
          by such depository receipt.

SECTION
1.2 Other Definitions.

|
|
|

SECTION
1.3 Incorporation by Reference of Trust Indenture Act.

This
Indenture is subject to the mandatory provisions of the TIA, which are incorporated by
reference in and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings:

Commission
means the SEC;

indenture
securities means the Debt Securities;

indenture security
holder means a Holder;

indenture
to be qualified means this Indenture;

indenture trustee
or institutional trustee means the Trustee; and

obligor
on the Debt Securities means the Company and any other obligor on the Debt Securities.

All
other TIA terms used in this Indenture that are defined by the TIA, defined in the TIA by
reference to another statute or defined by SEC rule have the meanings assigned to them by
such definitions.



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SECTION
1.4 Rules of Construction.

Unless
the context otherwise requires:

(a)    a term has the meaning assigned to it;

(b)    an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. GAAP;

(c)    or
is not exclusive;

(d)    includingmeans including without limitation;

(e)    includingwords in the singular include the plural and words in the plural include the singular;

(f)    the
principal amount of any noninterest bearing or other discount security at any date shall
be the principal amount thereof that would be shown on a balance sheet of the issuer dated
such date prepared in accordance with U.S. GAAP; and

(g)    unless otherwise indicated, all references to Articles or Sections refer to Articles or Sections of this Indenture.

SECTION
1.5 Acts of Holders.

(a)    Any
request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the Act of Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 1.5.

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



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7

(d)    The
ownership of registered Debt Securities shall be proved by the Security Register.

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

(f)    If
the Company shall solicit from the Holders any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a
Board Resolution, fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other Act may
be given before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of outstanding Debt Securities have authorized
or agreed or consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the outstanding Debt Securities shall be
computed as of such record date; provided that no such authorization, agreement or
consent by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six months
after the record date.

ARTICLE IIThe Debt Securities

SECTION
2.1 Form. The Debt Securities of each series shall be issued pursuant to a Board
Resolution and shall be substantially in the form or forms (not inconsistent with this
Indenture) as shall be established in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers or other
marks of identification and such legends or endorsements imprinted or otherwise reproduced
thereon, not inconsistent with the provisions of this Indenture, as may be required to
comply with any law, or with any rules of any securities exchange, all as may,
consistently herewith, be determined by the Officers executing such Debt Securities as
evidenced by their execution of the Debt Securities.

The
Debt Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage. The Company and the Trustee shall approve the forms of the Debt
Securities and any notation, endorsement or legend on them, which shall be attached to an
indenture supplemental hereto.

SECTION
2.2 Execution and Authentication. One Officer shall sign the Debt Securities for
the Company by manual or facsimile signature. If an Officer whose signature is on a Debt
Security no longer holds that office at the time the Trustee authenticates the Debt
Security, the Debt Security shall be valid nevertheless.



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8

A
Debt Security shall not be valid until an authorized signatory of the Trustee manually
authenticates the Debt Security. The signature of the Trustee on a Debt Security shall be
conclusive evidence that such Debt Security has been duly and validly authenticated and
issued under this Indenture. A Debt Security shall be dated the date of its
authentication.

At
any time and from time to time after the execution and delivery of this Indenture, the
Trustee shall authenticate and make available for delivery Debt Securities of any series
in such form or forms as shall be established pursuant to Section 2.1, upon a
written order of the Company signed by two Officers or by an Officer and either an
assistant treasurer or an assistant secretary of the Company (the Company
Order) and delivered to the Trustee. Such Company Order shall specify the amount
of the Debt Securities to be authenticated and the date on which the original issue of
such Debt Securities is to be authenticated. In authenticating any Debt Securities of a
series, the Trustee shall be entitled to receive, prior to the first authentication of any
Debt Securities of such series, and, subject to Article VII, shall be fully
protected in relying upon, unless and until such documents have been superseded or
revoked:

(a)       
          the executed supplemental indenture referred to in Sections 2.1 and
          2.3 by or pursuant to which the form or forms and terms of the Debt
          Securities for such series were established;

(b)       
          an Officers Certificate certifying as to the form or forms and terms of
          the Debt Securities for such series having been established in compliance with
          this Indenture; and

(c)       
          an Opinion of Counsel substantially to the effect that (i) the form or forms and
          terms of the Debt Securities have been established in accordance with this
          Indenture; (ii) all conditions precedent set forth in this Indenture as to the
          authentication and delivery of such Debt Securities have been complied with; and
          (iii) the supplemental indenture, if applicable, and the Debt Securities have
          been duly authorized and, in the case of the Debt Securities, when authenticated
          and delivered by the Trustee and issued by the Company, in accordance with this
          Indenture, will constitute valid and legally binding obligations of the Company,
          enforceable in accordance with their respective terms, subject to bankruptcy,
          insolvency, reorganization, receivership, moratorium and other laws affecting
          creditors rights generally and to general principles of equity;

provided,
however, if all Debt Securities of a particular series are not to be originally issued
at one time, it shall not be necessary to deliver the foregoing documents at or prior to
the time of authentication of each Debt Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first Debt
Security of such series to be issued.

The
Trustee may appoint an agent (the Authenticating Agent) reasonably
acceptable to the Company to authenticate the Debt Securities. Unless limited by the terms
of such appointment, any such Authenticating Agent may authenticate Debt Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has
the same rights as a Paying Agent to deal with Holders or the Company and shall have the
same privileges, rights and immunities as granted to the Trustee under Article VII.



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9

In
case the Company, pursuant to Article IV, shall be consolidated or merged with
or into any other Person or shall convey, transfer, lease or otherwise dispose of its
properties and assets substantially as an entirety to any Person, and the successor Person
resulting from such consolidation, or surviving such merger, or into which the Company
shall have been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid, shall have executed an indenture supplemental
hereto with the Trustee pursuant toArticle IV, any of the Debt Securities
authenticated or delivered prior to such consolidation, merger, conveyance, transfer,
lease or other disposition may, from time to time, at the request of the successor Person,
be exchanged for other Debt Securities of the same series executed in the name of the
successor Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Debt Securities surrendered for such exchange
and of like principal amount; and the Trustee, upon Company Order of the successor Person,
shall authenticate and deliver Debt Securities as specified in such order for the purpose
of such exchange. If Debt Securities shall at any time be authenticated and delivered in
any new name of a successor Person pursuant to this Section 2.2 in exchange or
substitution for or upon registration of transfer of any Debt Securities, such successor
Person shall provide for the exchange of all Debt Securities at the time outstanding for
Debt Securities authenticated and delivered in such new name.

SECTION
2.3 Amount Unlimited; Issuable in Series.

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

The
Debt Securities may be issued in one or more series. There shall be established pursuant
to a Board Resolution and in one or more indentures supplemental hereto, prior to the
initial issuance of Debt Securities of any series (subject to the last sentence of this
Section 2.3):

(a)    the
designation of the Debt Securities of the series, including CUSIP and ISIN Numbers (if
then generally in use), which shall distinguish the Debt Securities of the series from the
Debt Securities of all other series;

(b)    any
limit upon the aggregate principal amount of the Debt Securities of the series that may be
authenticated and delivered under this Indenture and any limitation on the ability of the
Company to increase such aggregate principal amount after the initial issuance of the Debt
Securities of that series (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, or upon redemption of,
other Debt Securities of the series pursuant hereto);

(c)    the
date or dates on which the principal of and premium, if any, on the Debt Securities of the
series is payable, or the method by which such date or dates shall be determined (which
date or dates may be fixed or extendible);

(d)    the
rate or rates (which may be fixed or variable) at which the Debt Securities of the series
shall bear interest, if any, the date or dates from which such interest shall accrue, on
which such interest shall be payable and on which a record shall be taken for the



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10

determination of Holders to whom interest is payable and/or the method by which such rate
or rates or date or dates shall be determined;

(e)    if
other than as provided in Section 3.4, the place or places where the principal
of and any premium and interest on Debt Securities of the series shall be payable, any
Debt Securities of the series may be surrendered for exchange, notices, demands to or upon
the Company in respect of the Debt Securities of the series and this Indenture may be
served and notice to Holders may be published;

(f)    the
right, if any, of the Company to redeem Debt Securities of the series, in whole or in
part, at its option and the date or dates on which, the period or periods within which,
the price or prices at which and any terms and conditions upon which Debt Securities of
the series may be so redeemed, pursuant to any sinking fund or otherwise;

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

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

(i)    if
other than the entire principal amount thereof, the portion of the principal amount of
Debt Securities of the series which shall be payable upon declaration of acceleration of
the maturity thereof;

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

(k)    if
other than the coin or currency in which the Debt Securities of the series are
denominated, the coin or currency in which payment of the principal of or interest on the
Debt Securities of the series shall be payable or if the amount of payments of principal
of or premium, if any, or interest on the Debt Securities of the series may be determined
with reference to an index based on a coin or currency other than that in which the Debt
Securities of the series are denominated, the manner in which such amounts shall be
determined;

(l)    if
payment of the principal of, premium, if any, and interest on the Debt Securities of the
series shall be payable in currency or currencies other than the currency of the United
States, the manner in which any such currency shall be valued against other currencies in
which any other Debt Securities shall be payable;

(m)    whether
the Debt Securities of the series or any portion thereof will be issuable as Global
Securities, any restrictions applicable to the offer and, if other than as provided
herein, the terms upon which Global Securities of any series may be exchanged for
definitive Debt Securities of such series;



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11

(n)    whether
and under what circumstances the Company will pay additional amounts on the Debt
Securities of the series held by non-U.S. persons in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the Company will have the
option to redeem such Debt Securities rather than pay such additional amounts;

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

(p)    if
there is more than one trustee or a trustee other than The Bank of New York, any trustees,
and if not the trustee, Depositaries, Authenticating Agents, Paying Agents, transfer
agents or the Registrar or any other agents with respect to the Debt Securities of the
series;

(q)    provisions,
if any, for the defeasance of the Debt Securities of the series (including provisions
permitting defeasance of less than all Debt Securities of the series), which provisions
may be in addition to, in substitution for, or in modification of (or any combination of
the foregoing) the provisions of Article VIII;

(r)    if
the Debt Securities of the series are issuable in whole or in part as one or more Global
Securities, the identity of the Depositary for such Global Security or Securities;

(s)    any
other events of default or covenants with respect to the Debt Securities of the series
that are not inconsistent with this Indenture;

(t)    the
form of the Debt Securities of the series (including legends, if any, to be imprinted
thereon and the circumstances, if any, which require the imprinting of such legends); and

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

All
Debt Securities of any one series and coupons, if any, appertaining thereto shall be
substantially identical, except as to denomination and except as otherwise set forth in
any such indenture supplemental hereto. All Debt Securities of any one series need not be
issued at the same time and may be issued from time to time, consistent with the terms of
this Indenture, if so provided in any such indenture supplemental hereto, and any forms
and terms of Debt Securities to be issued from time to time may be completed and
established from time to time prior to the issuance thereof by procedures described in
such supplemental indenture.

SECTION
2.4 Book-Entry Provisions for Global Securities.

If
the Company shall establish, pursuant to or as contemplated by Section 2.3,
that the Debt 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, in
accordance with Section 2.2, authenticate and deliver one or more Global
Securities in temporary or permanent



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12

form that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of the outstanding Debt
Securities of such series to be represented by one or more Global Securities, (ii) shall
be registered, if in registered form, in the name of the Depositary for such Global
Security or Global 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 as set forth in an indenture supplemental hereto.

Each
Depositary designated pursuant to or as contemplated by Section 2.3 for a
Global Security to be delivered in the United States must, at the time of its designation
and at all times while it serves as Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

If
at any time the Depositary for the Debt Securities of a series notifies the Company that
it is unwilling or unable to continue as Depositary for the Debt Securities of such
series, or the Depositary for the Debt Securities of a series ceases to be a clearing
agency registered under the Exchange Act and any other applicable statute or regulation,
at a time when the Depositary is required to be so registered in order to act as a
depositary, and a successor depositary for the Debt Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice, the
Companys election pursuant to Section 2.3 shall no longer be effective
with respect to the Debt Securities of such series and the Company shall execute and the
Trustee, upon receipt of a Company Order for the authentication and delivery of definitive
Debt Securities of such series, shall authenticate and deliver as specified in such
written order(s), Debt Securities of such series in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.

The
Company may at any time and in its sole discretion determine that the Debt Securities of
any series issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event, the Company shall
execute and the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, shall authenticate and deliver as
specified in such written order(s), Debt Securities of such series in definitive form and
in an aggregate principal amount equal to the principal amount of the Global Security or
Securities representing such series in exchange for such Global Security or Securities.

If
specified pursuant to Section 2.3 with respect to a series of Debt Securities,
the Depositary for such series of Debt Securities may surrender a Global Security for such
series of Debt Securities in exchange in whole or in part for Debt Securities of such
series in definitive form 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 Debt Security or Debt
          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



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13

(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 Debt Securities so delivered to
          Holders thereof.

In
any such exchange, the Company shall execute and the Trustee shall authenticate and
deliver, Debt Securities in definitive registered form in authorized denominations.

Upon
the exchange of a Global Security for Debt Securities in definitive form, such Global
Security shall be cancelled by the Trustee. Debt Securities issued in exchange for a
Global Security pursuant to Section 2.8 shall be registered in such names in
writing and in such authorized denominations as the Depositary for such Global Security
shall instruct the Trustee. The Trustee shall deliver such Debt Securities to the Persons
in whose names such Debt Securities are so registered.

SECTION
2.5 Registrar and Paying Agent. The Company shall maintain an office or agency
where Debt Securities may be presented for registration of transfer or for exchange (the
Registrar) and an office or agency where Debt Securities may be
presented for payment (the Paying Agent). The Registrar shall keep a
register of the Debt Securities and of their transfer and exchange (the Security
Register). The Company may have one or more co-registrars and one or more
additional paying agents with respect to any series of Debt Securities. The term
Paying Agent includes any additional paying agent.

The
Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent
or co-registrar not a party to this Indenture, which shall incorporate the terms of the
TIA. The agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall promptly notify the Trustee in writing of the name and address of
each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.7 and the privileges, rights and immunities granted to the Trustee
pursuant to Article VII. The Company or any of its Subsidiaries may act as Paying
Agent, Registrar, co-registrar or transfer agent.

The
Company initially appoints the Trustee as Registrar and Paying Agent for the Debt
Securities.

SECTION
2.6 Paying Agent To Hold Money in Trust. By at least 10:00 a.m. (New York City
time) on the date on which any principal of or interest on any Debt Security is due and
payable, the Company shall deposit with the Paying Agent a sum sufficient to pay such
principal or interest when due. The Company shall require each Paying Agent (other than
the Trustee) to agree in writing that such Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by such Paying Agent for the payment of
principal of or interest on the Debt Securities and shall promptly notify the Trustee in
writing of any default by the Company in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. The Company at any time may require a Paying Agent
(other than the Trustee) to pay all money held by it to the Trustee and to account for any
funds disbursed by such Paying Agent. Upon complying with this Section 2.6,
the Paying Agent (if other than the Company or a Subsidiary)



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14

shall have no further
liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or
similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent
for the Debt Securities.

SECTION
2.7 Holder Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Holders of
each series of Debt Securities and shall otherwise comply with TIA Section 312(a). If
the Trustee is not the Registrar, or to the extent otherwise required under the TIA, the
Company shall furnish to the Trustee, in writing at least seven Business Days before each
interest payment date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of the names
and addresses of Holders of a particular series of Debt Securities and the Company shall
otherwise comply with TIA Section 312(a).

SECTION
2.8 Transfer and Exchange.

(a)    At
the option of the Holder, Debt Securities of any series (except a Global Security) may be
exchanged for other Debt Securities of the same series and of like tenor, of any
authorized denominations and of a like aggregate principal amount and Stated Maturity upon
surrender of the Debt Securities to be exchanged at an office or agency maintained in
accordance with Section 3.4. Whenever any Debt Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and deliver
the Debt Securities that the Holder making the exchange is entitled to receive.

Notwithstanding
any other provision of this Section 2.8, unless and until it is exchanged in
whole or in part for Debt Securities in definitive registered form, a Global Security
representing all or a portion of the Debt Securities of a series may not be transferred
except as a whole by the Depositary to the 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 to a nominee of such successor
Depositary.

The
Company shall not be required (i) to issue, register the transfer of or exchange Debt
Securities of any particular series during a period beginning at the opening of business
15 days before the day of mailing of a notice of redemption of Debt Securities of such
series selected for redemption and ending at the close of business on the day of such
mailing, (ii) to register the transfer of or to exchange any Debt Security so
selected for redemption in whole or in part, except the unredeemed portion of any Debt
Security being redeemed in part or (iii) to register the transfer of or to exchange any
Debt Security between a record date for the payment of interest on such Debt Security and
the next succeeding interest payment date.

(b)    Obligations
with Respect to Transfers and Exchanges of Debt Securities.

(i)       
          Upon surrender for registration of transfer of any Debt Security of any series
          at an office or agency maintained in accordance with Section 3.4,
          the Company shall execute, and the Trustee shall authenticate and deliver, in
          the name of the designated transferee or transferees, one or more new Debt
          Securities of the same series and of like tenor, of any authorized denominations
          and of a like aggregate principal amount and Stated Maturity.



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15

(ii)       
          No service charge shall be made to a Holder for any registration of transfer or
          exchange, but the Company may require from a Holder payment of a sum sufficient
          to cover any transfer tax, assessments or similar governmental charge payable in
          connection therewith (other than any such transfer taxes, assessments or similar
          governmental charges payable upon exchange or transfer pursuant to
          Section 9.5).

(iii)       
          The Registrar or co-registrar shall not be required (A) to issue, register the
          transfer of or exchange any Debt Security of any particular series during a
          period beginning at the opening of business 15 days before the day of mailing of
          a notice of redemption of Debt Securities of such series selected for redemption
          and ending at the close of business on the day of such mailing, (B) to register
          the transfer of or to exchange any Debt Security so selected for redemption in
          whole or in part, except the unredeemed portion of any Debt Security being
          redeemed in part, or (C) to register the transfer of or to exchange any Debt
          Security between a record date for the payment of interest on such Debt Security
          and the next succeeding interest payment date.

(iv)       
          Prior to the due presentation for registration of transfer of any Debt Security,
          the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar
          may deem and treat the Person in whose name a Debt Security is registered as the
          absolute owner of such Debt Security for the purpose of receiving payment of
          principal of and interest on such Debt Security and for all other purposes
          whatsoever, whether or not such Debt Security is overdue, and neither the
          Company, the Trustee, the Paying Agent, the Registrar nor any co-registrar shall
          be affected by notice to the contrary.

(v)       
          All Debt Securities issued upon any transfer or exchange pursuant to the terms
          of this Indenture shall evidence the same debt and shall be entitled to the same
          benefits under this Indenture as the Debt Securities surrendered upon such
          transfer or exchange.

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

(vii)       
          Each Holder of a Debt Security agrees to indemnify the Company, the Trustee, the
          Paying Agent and the Registrar against any liability that may result from the
          transfer, exchange or assignment of such Holders Debt Security in
          violation of any provision of this Indenture, any indenture supplemental hereto
          and/or applicable United States federal or state securities law.

(viii)       
          The Trustee, any Paying Agent or Registrar and the Company shall not have any
          responsibility or liability for any action taken or not taken by the Depositary.

(f)    No
Obligation of the Trustee. 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 Debt
Security (including any transfers between or among Depositary participants, members or
beneficial owners in any Global 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



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required by, the terms of this Indenture, and to examine the same
to determine substantial compliance as to form with the express requirements hereof.

SECTION
2.9 Mutilated, Destroyed, Lost or Stolen Debt Securities. If a mutilated Debt
Security of any series is surrendered to the Registrar or if the Holder of a Debt Security
claims that the Debt Security has been lost, destroyed or wrongfully taken, the Company
shall execute and, upon Company Order, the Trustee shall authenticate a replacement Debt
Security of the same series if the requirements of Section 8-405 of the Uniform
Commercial Code are met, as determined by the Company, and the Holder satisfies any other
reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the Company, the
Trustee, the Paying Agent, the Registrar and any co-registrar from any loss that any of
them may suffer if a Debt Security is replaced, and, in the absence of notice to the
Company or the Trustee that such Debt Security has been acquired by a bona fide purchaser,
the Company shall execute and upon Company Order the Trustee shall authenticate and make
available for delivery, in exchange for any such mutilated Debt Security or in lieu of any
such destroyed, lost or stolen Debt Security, a new Debt Security of the same series of
like tenor and principal amount, bearing a number not contemporaneously outstanding.

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

Upon
the issuance of any new Debt Security under this Section 2.9, the Company may
require the payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees and expenses
of the Trustee) in connection therewith.

Every
new Debt Security issued pursuant to this Section 2.9 in lieu of any
mutilated, destroyed, lost or stolen Debt Security shall constitute an original additional
contractual obligation of the Company and any other obligor upon the Debt Securities,
whether or not the mutilated, destroyed, lost or stolen Debt Security shall be at any time
enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Debt Securities of the same series duly issued
hereunder.

The
provisions of this Section 2.9 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 Debt Securities.

SECTION
2.10 Outstanding Debt Securities. Debt Securities of any series outstanding at any
time are all Debt Securities of such series authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, those paid pursuant to
Section 2.9 and those described in this Section 2.10 as not
outstanding. A Debt Security ceases to be outstanding in the event the Company or a
Subsidiary holds the Debt Security; provided, however, that (a) for purposes of
determining which Debt Securities of a particular series are outstanding for consent or
voting purposes hereunder, Debt Securities of any series shall cease to be outstanding in
the event the Company or an Affiliate of the Company holds the Debt Security of such
series and (b) in determining whether the Trustee shall be protected in making a
determination whether the Holders of the requisite principal amount of outstanding Debt
Securities of such series are



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17

present at a meeting of Holders of Debt Securities of such
series for quorum purposes or have consented to or voted in favor of any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification hereunder, or
relying upon any such quorum, consent or vote, only Debt Securities of such series that a
Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of
the Company shall not be considered outstanding.

If
a Debt Security is replaced pursuant to Section 2.9, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to them that the
replaced Debt Security is held by a bona fide purchaser.

If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
Redemption Date or maturity date money sufficient to pay all principal and interest
payable on that date with respect to the Debt Securities of a particular series (or
portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is
not prohibited from paying such money to the Holders on that date pursuant to the terms of
this Indenture, then on and after that date such Debt Securities (or portions thereof)
cease to be outstanding and interest on them ceases to accrue.

SECTION
2.11 Temporary Debt Securities. Until definitive Debt Securities of any series are
ready for delivery, the Company may execute and, upon Company Order, the Trustee shall
authenticate temporary Debt Securities of such series. Temporary Debt Securities of any
series shall be substantially in the form of definitive Debt Securities of such series but
may have variations that the Company considers appropriate for temporary Debt Securities.
If temporary Debt Securities of any series are issued, the Company shall execute and, upon
Company Order, the Trustee shall authenticate definitive Debt Securities of such series
without unreasonable delay. After the preparation of definitive Debt Securities of any
series, the temporary Debt Securities of such series shall be exchangeable for definitive
Debt Securities of such series upon surrender of such temporary Debt Securities at any
office or agency maintained by the Company for that purpose and such exchange shall be
without charge to the Holder of such temporary Debt Securities. Upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the Company shall
execute, and the Trustee shall authenticate and make available for delivery in exchange
therefor, one or more definitive Debt Securities of such series representing an equal
principal amount of Debt Securities of such series. Until so exchanged, the Holder of
temporary Debt Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as a holder of definitive Debt Securities of such series.

SECTION
2.12 Cancellation. The Company at any time may deliver Debt Securities previously
authenticated and delivered hereunder to the Trustee for cancellation. The Registrar and
the Paying Agent shall forward to the Trustee any Debt Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else shall cancel
and return to the Company all Debt Securities surrendered for registration of transfer,
exchange, payment or cancellation. The Company may not issue new Debt Securities to
replace Debt Securities it has paid or delivered to the Trustee for cancellation for any
reason other than in connection with a transfer or exchange.

SECTION
2.13 Payment of Interest; Defaulted Interest. Interest on any Debt 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 Debt Security (or one or more predecessor Debt



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Securities) is registered at the close of business on the regular record date for such
interest at the office or agency of the Company maintained for such purpose pursuant to
Section 2.5.

Any
interest on any Debt Security of any series that is payable, but is not paid when the same
becomes due and payable and such nonpayment continues for a period of 30 days shall
forthwith cease to be payable to the Holder thereof on the regular record date by virtue
of having been such Holder, and such defaulted interest and (to the extent lawful)
interest on such defaulted interest at the rate borne by the Debt Securities of such
series (such defaulted interest and interest thereon herein collectively called
Defaulted Interest) shall be paid by the Company, at its election in
each case, as provided in clause (a) or (b) below:

(a)    The
Company may elect to make payment of any Defaulted Interest on the Debt Securities of any
series to the Persons in whose names such Debt Securities (or their respective predecessor
Debt Securities) are registered at the close of business on a Special Record Date (as
defined below) for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Debt Security of such series and the date
(not less than 30 days after such notice) of the proposed payment (the Special
Interest Payment Date), 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 record date (the Special Record
Date) for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the Special Interest Payment Date. 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 and Special Interest Payment Date therefor to be
given in the manner provided for in Section 10.2, not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date and Special Interest Payment Date therefor having been so given,
such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons
in whose names the Debt Securities (or their respective predecessor Debt Securities) are
registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (b).

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

Subject
to the foregoing provisions of this Section 2.13, each Debt Security of any
series delivered under this Indenture upon registration of, transfer of or in exchange for
or in lieu of any other Debt Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt Security of such
series.

SECTION
2.14 Computation of Interest. Interest on the Debt Securities shall be computed on
the basis of a 360-day year of twelve 30-day months.



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19

SECTION
2.15 CUSIP and ISIN Numbers. The Company in issuing Debt Securities of any series
may use CUSIP and ISIN numbers (if then generally in use) and, if
so, the Trustee shall use CUSIP and ISIN numbers in notices of
redemption as a convenience to Holders; provided, however, that any such notice by
the Company or the Trustee may state that no representation is made as to the correctness
of such numbers either as printed on such Debt Securities or as contained in any notice of
a redemption and that reliance may be placed only on the other identification numbers
printed on such Debt Securities, and any such redemption shall not be affected by any
defect in or omission of such CUSIP or ISIN numbers. The Company shall promptly notify the
Trustee in writing of any change in the CUSIP and ISIN numbers.

ARTICLE IIICovenants

The
Company agrees to be bound by the following covenants for the benefit of the Holders of
the Debt Securities of each series issued under this Indenture:

SECTION
3.1 Payment of Debt Securities. The Company shall promptly pay the principal of and
interest on the Debt Securities of the applicable series on the dates and in the manner
provided in the Debt Securities of that series and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the Trustee or the
Paying Agent holds in accordance with this Indenture money sufficient to pay all principal
and interest then due and the Trustee or the Paying Agent, as the case may be, is not
prohibited from paying such money to the Holders on that date.

The
Company shall pay interest on overdue principal at the rate specified therefor in the Debt
Securities of the applicable series, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

The
principal of and premium, if any, and interest on the Debt Securities shall be payable at
the office or agency of the Company maintained for such purpose pursuant to Section
3.4; provided, however, that, at the option of the Company, each installment of
interest may be paid by check mailed to addresses of the Persons entitled thereto as such
addresses shall appear on the Security Register. Payments in respect of Debt Securities
represented by a Global Security (including principal and interest) shall be made by wire
transfer of immediately available funds to the accounts specified by the Depositary.
Payments in respect of Debt Securities represented by definitive Debt Securities
(including principal and interest) held by a Holder of at least $1,000,000 aggregate
principal amount of Debt Securities represented by definitive Debt Securities shall be
made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written notice to
the Trustee or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant due date for payment (or such other date as the
Trustee may accept in its discretion).

Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the extent it is
required to do so by law, deduct or withhold income or other similar taxes imposed by the
United States of America from principal or interest payments hereunder.



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SECTION
3.2 Limitation on Liens.

(a)    The
Company will not, and will not permit any Subsidiary to, directly or indirectly, as
security for any Debt, mortgage, pledge or create or permit to exist any lien on any
shares of stock, indebtedness or other obligations of a Subsidiary or any Principal
Property, whether such shares of stock, indebtedness or other obligations of a Subsidiary
or Principal Property are owned at the date of the Indenture or hereafter acquired, unless
the Company secures or causes to be secured any outstanding Debt Securities of the
applicable series equally and ratably with all Debt secured by such mortgage, pledge or
lien, so long as that Debt shall be secured; provided, however, that the
foregoing limitation shall not apply in the case of (i) the creation of any mortgage,
pledge or other lien on any shares of stock, indebtedness or other obligations of a
Subsidiary or a Principal Property acquired after the date that the Debt Securities of the
applicable series are first issued (including acquisitions by way of merger or
consolidation) by the Company or a Subsidiary contemporaneously with such acquisition, or
within 120 days thereafter, to secure or provide for the payment or financing of any part
of the purchase price thereof, or the assumption of any mortgage, pledge or other lien
upon any shares of stock, indebtedness or other obligations of a Subsidiary or a Principal
Property acquired after such date and existing at the time of such acquisition, or the
acquisition of any shares of stock, indebtedness or other obligations of a Subsidiary or a
Principal Property subject to any mortgage, pledge or other lien without the assumption
thereof, provided that any mortgage, pledge or lien referred to in this clause (i) shall
attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or a
Principal Property so acquired and fixed improvements thereon, (ii) any mortgage, pledge
or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or
a Principal Property existing on the date that the Debt Securities of the applicable
series are first issued, (iii) any mortgage, pledge or other lien on any shares of stock,
indebtedness or other obligations of a Subsidiary or a Principal Property in favor of the
Company or any Subsidiary, (iv) any mortgage, pledge or other lien on a Principal Property
being constructed or improved securing Debt incurred to finance the construction or
improvements, (v) any mortgage, pledge or other lien on shares of stock, indebtedness or
other obligations of a Subsidiary or a Principal Property incurred in connection with the
issuance by a state or political subdivision thereof of any securities the interest on
which is exempt from federal income taxes by virtue of Section 103 of the United
States Internal Revenue Code of 1986, as amended, or any other laws and regulations in
effect at the time of such issuance and (vi) any renewal of or substitution for any
mortgage, pledge or other lien permitted by any of the preceding clauses (i) through (v),
provided, in the case of a mortgage, pledge or other lien permitted under clause (i), (ii)
or (iv), the Debt secured is not increased nor the lien extended to any additional assets.

(b)    Notwithstanding
the foregoing paragraph (a), the Company or any Subsidiary may create or assume liens in
addition to those permitted by the foregoing paragraph (a), and renew, extend or
replace such liens, provided that at the time of such creation, assumption, renewal,
extension or replacement, and after giving effect thereto, Exempted Debt with respect to
the applicable series of the Debt Securities does not exceed 15% of Consolidated Net
Tangible Assets.

SECTION
3.3 Limitation on Sale Leaseback Transactions.



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21

(a)    The
Company will not, and will not permit, any Subsidiary to, sell or transfer, directly or
indirectly, except to the Company or a Subsidiary, a Principal Property as an entirety, or
any substantial portion thereof, with the intention of taking back a lease of all or part
of such property except a lease for a period of three years or less at the end of which it
is intended that the use of such property by the lessee will be discontinued, provided
that, notwithstanding the foregoing, the Company or any Subsidiary may sell a Principal
Property and lease it back for a longer period (i) if the Company or such Subsidiary would
be entitled, pursuant to Section 3.2, to create a mortgage on the property to
be leased securing Debt in an amount equal to the Attributable Debt with respect to the
sale and leaseback transaction without equally and ratably securing the outstanding Debt
Securities of the applicable series or (ii) if (A) the Company promptly informs the
Trustee of such transactions, (B) the net proceeds of such transaction are at least equal
to the fair value (as determined by a Board Resolution delivered to the Trustee) of such
property and (C) the Company causes an amount equal to the net proceeds of the sale to be
applied to the retirement (whether by redemption, cancellation after open-market
purchases, or otherwise), within 120 days after receipt of such proceeds, of Funded Debt
having an outstanding principal amount equal to the net proceeds.

(b)    Notwithstanding
the foregoing paragraph (a), the Company or any Subsidiary may enter into sale and
leaseback transactions in addition to those permitted by the foregoing paragraph (a), and
without any obligation to retire any outstanding Funded Debt, provided that at the time of
entering into such sale and leaseback transactions and after giving effect thereto,
Exempted Debt with respect to the applicable series of the Debt Securities does not exceed
15% of Consolidated Net Tangible Assets.

SECTION
3.4 Maintenance of Office or Agency. The Company shall maintain an office or agency
where the Debt Securities of the applicable series may be presented or surrendered for
payment, where, if applicable, the Debt Securities of the applicable series may be
surrendered for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Debt Securities of the applicable series and this
Indenture may be served. The Corporate Trust Office of the Trustee shall be such office or
agency of the Company, unless the Company shall designate and maintain some other office
or agency for one or more of such purposes. The Company will give prompt written notice to
the Trustee of any change in the location of any 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 its agent to receive all such presentations, surrenders, notices
and demands.

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

SECTION
3.5 Compliance Certificate. The Company shall deliver to the Trustee within 120
days after the end of each Fiscal Year of the Company an Officers Certificate
stating that in the course of the performance by the signers of their duties as Officers
of the Company they



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would normally have knowledge of any Default or Event of Default with
respect to any series of the Debt Securities and whether or not the signers know of any
Default or Event of Default with respect to any series of the Debt Securities that
occurred during such period. If they do, the certificate shall describe the Default or
Event of Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section 314(a)(4).

SECTION
3.6 Statement by Officers as to Default. The Company shall deliver to the Trustee
within 10 days after the Company becomes aware of the occurrence of any Event of Default
with respect to any series of the Debt Securities or an event that, with notice or the
lapse of time or both, would constitute an Event of Default with respect to any series of
the Debt Securities, an Officers Certificate setting forth the details of such
Default or Event of Default and the action that the Company proposes to take with respect
thereto.

SECTION
3.7 Further Instruments and Acts. Upon request of the Trustee, the Company will
execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

ARTICLE IVSuccessor Company

SECTION
4.1 Merger, Consolidation or Sale of All or Substantially All Assets of the
Company.

(a)    The
Company shall not consolidate with or merge into, or transfer, directly or indirectly, all
or substantially all of its assets to another corporation or other Person unless (a) the
resulting, surviving or transferee corporation or other Person assumes by supplemental
indenture all of the obligations of the Company under each series of Debt Securities and
this Indenture, (b) immediately after giving effect to such transaction, no Event of
Default, and no circumstances that, after notice or lapse of time or both, would become an
Event of Default, shall have happened and be continuing, and (c) the Company shall have
delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or transfer and such supplemental indenture comply
with this Indenture, and thereafter all such obligations of the Company shall terminate.

(b)    The
resulting, surviving or transferee corporation will succeed to and be substituted for the
Company with the same effect as if it had been named herein as a party hereto, and
thereafter the predecessor corporation will be relieved of all obligations and covenants
under this Indenture and the Debt Securities.

ARTICLE VRedemption of
Securities

SECTION
5.1 Optional Redemption. The Debt Securities of any series may be redeemed, at the
option of the Company, at any time in whole, or from time to time in part, subject to the
conditions and at the redemption prices specified by the terms of that series, together
with accrued and unpaid interest to the Redemption Date.



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SECTION
5.2 Applicability of Article. Redemption of the Debt Securities of any series at
the election of the Company or otherwise, as permitted by the terms of such series of Debt
Securities, shall be made in accordance with such terms and this Article V;
provided, however, that, notwithstanding anything to the contrary in this
Article V, if any such terms of a series of Debt Securities shall conflict
with any provisions of thisArticle V, the terms of such series shall govern.

SECTION
5.3 Election to Redeem; Notice to Trustee. The election of the Company to redeem
any of the Debt Securities of any series pursuant to Section 5.1 shall be
evidenced by a Board Resolution. In case of any redemption at the election of the Company,
the Company shall, upon not later than the earlier of the date that is 30 days prior to
the Redemption Date fixed by the Company or the date on which notice is given to the
Holders (except as provided in Section 5.5 or unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of the Redemption Date, the
series of the Debt Securities to be redeemed and the principal amount of the Debt
Securities of such series to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select such Debt Securities to be
redeemed pursuant to Section 5.4.

SECTION
5.4 Selection by Trustee of Debt Securities to Be Redeemed. If less than all of the
Debt Securities of any series are to be redeemed at the option of the Company (unless all
of the Debt Securities of such series are to be redeemed), the particular Debt Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the
Trustee from the outstanding Debt Securities of such series not previously called for
redemption, in compliance with the requirements of the principal national securities
exchange, if any, on which such Debt Securities are listed, or, if such Debt Securities
are not so listed, then on a pro rata basis, by lot or by such other method
as the Trustee shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements) and which may provide for the selection for redemption of
portions of the principal of the Debt Securities of such series; provided, however,
that (a) Debt Securities and portions thereof that the Trustee selects shall be in amounts
of $1,000 or an integral multiple of $1,000 and (b) no such partial redemption shall
reduce the portion of the principal amount of a Debt Security not redeemed to less than
$1,000.

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

For
all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to redemption of Debt Securities shall relate, in the case of any Debt Security
redeemed or to be redeemed only in part, to the portion of the principal amount of such
Debt Security which has been or is to be redeemed.



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SECTION
5.5 Notice of Redemption. Notice of redemption shall be given in the manner
provided for in Section 10.2 not less than 30 nor more than 60 days prior to
the Redemption Date, to each Holder of Debt Securities to be redeemed. The Trustee shall
give notice of redemption in the Companys name and at the Companys expense;
provided, however, that the Company shall deliver to the Trustee, at least 15 days
prior to the date on which such notice is to be given, an Officers Certificate
requesting that the Trustee give such notice and attaching a copy of such notice.

All
notices of redemption shall state:

(a)    the
Redemption Date;

(b)    the
redemption price and the amount of accrued interest to the Redemption Date, if any,
payable as provided in Section 5.7;

(c)    if
less than all outstanding Debt Securities of any series are to be redeemed, the
identification of the particular Debt Securities of such series (or portion thereof) to be
redeemed, as well as the aggregate principal amount of Debt Securities of such series to
be redeemed and the aggregate principal amount of Debt Securities of such series to be
outstanding after such partial redemption;

(d)    in
case any Debt Security of a series is to be redeemed in part only, the notice which
relates to such Debt Security shall state that on and after the Redemption Date, upon
surrender of such Debt Security, the Holder will receive, without charge, a new Debt
Security or Debt Securities of the same series and tenor in authorized denominations for
the principal amount thereof remaining unredeemed;

(e)    that
on the Redemption Date the redemption price (and accrued interest, if any, to the
Redemption Date payable as provided in Section 5.7) will become due and
payable upon each such Debt Security, or the portion thereof, to be redeemed, and, unless
the Company defaults in making the redemption payment, that interest on Debt Securities
called for redemption (or the portion thereof) will cease to accrue on and after said
date;

(f)    the
place or places where such Debt Securities are to be surrendered for payment of the
redemption price and accrued interest, if any;

(g)    the name and address of the Paying Agent;

(h)    that Debt Securities called for redemption must be surrendered to the Paying Agent to collect the
redemption price;

(i)    the
CUSIP and ISIN numbers, and that no representation is made as to the accuracy or
correctness of the CUSIP and ISIN numbers, if any, listed in such notice or printed on
such Debt Securities; and

(j)    the
paragraph of the Debt Securities pursuant to which the Debt Securities are to be redeemed.



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SECTION
5.6 Deposit of Redemption Price. Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 2.6) an
amount of money sufficient to pay the redemption price of, and accrued interest on, all
the Debt Securities that are to be redeemed on that date.

SECTION
5.7 Debt Securities Payable on Redemption Date. Notice of redemption having been
given as aforesaid, the Debt Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the redemption price therein specified (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless the
Company shall default in the payment of the redemption price and accrued interest) such
Debt Securities shall cease to bear interest. Upon surrender of any such Debt Security for
redemption in accordance with said notice, such Debt Security shall be paid by the Company
at the redemption price, together with accrued interest, if any, to the Redemption Date
(subject to the rights of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date).

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

SECTION
5.8 Debt Securities Redeemed in Part. Any Debt Security that is to be redeemed only
in part pursuant to the provisions of this Article V shall be surrendered at
the office or agency of the Company maintained for such purpose pursuant to
Section 3.4 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holders attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate
and make available for delivery to the Holder of such Debt Security at the expense of the
Company, a new Debt Security or Debt Securities of the same series and tenor, of any
authorized denomination as requested by such Holder, in an aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Debt Security
so surrendered, provided that each such new Debt Security will be in a principal
amount of $1,000 or integral multiple thereof.

ARTICLE VIDefaults and Remedies

SECTION
6.1 Events of Default. Each of the following shall constitute an Event of
Default with respect to the Debt Securities of each series:

(a)    the
Company defaults in any payment of interest on any Debt Security of such series when the
same becomes due and payable, and such default continues for a period of 30 days;

(b)    the
Company defaults in the payment of the principal on any Debt Security of such series when
the same becomes due and payable at its Stated Maturity, upon optional redemption, upon
declaration or otherwise;



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(c)    the
Company defaults in the performance of or breaches any covenant or agreement in this
Indenture or under the Debt Securities of such series or the supplemental indenture
related to the Debt Securities of such series, other than those referred to in paragraph
(a) or (b) above, and such default continues for 30 days after written notice (which
notice must specify the default, demand that it be remedied and state that the notice is a
Notice of Default) to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in principal amount of the outstanding Debt
Securities of such series;

(d)    the
Company or any of its Subsidiaries fails to pay, in accordance with its terms and when
payable, any of the principal, interest or additional amounts, if any, on any Debt
(including the Debt Securities, other than the Debt Securities, if any, with respect to
which the failure to pay principal, interest or additional interest is also an Event of
Default under Section 6.1(a), 6.1(b) or both) having, in the aggregate,
a then-outstanding principal amount in excess of $50,000,000, at the later of final
maturity or the expiration of any applicable grace period or (ii) the maturity of Debt in
an aggregate principal amount in excess of $50,000,000 is accelerated, if such
acceleration results from a default under the instrument giving rise to or securing such
Debt; provided, however, that, subject to Section 7.1, the Trustee
will not be deemed to have knowledge of such nonpayment or other default unless either (1)
a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default,
or (2) the Trustee has received written notice thereof from the Company, from any Holder,
from the holder of any such Debt or from the trustee under the agreement or instrument
relating to such Debt;

(e)    the
Company pursuant to or within the meaning of any Bankruptcy Law (as defined below):

(i)       
          commences a voluntary case;

(ii)       
          consents to the entry of an order for relief against it in an involuntary case;

(iii)       
          consents to the appointment of a Custodian (as defined below) of it or for any
          substantial part of its property; or

(iv)       
          makes a general assignment for the benefit of its creditors; or

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

(i)       
          is for relief against the Company in an involuntary case;

(ii)       
          appoints a Custodian of the Company for all or substantially all of the
          Companys property; or

(iii)       
          orders the winding up or liquidation of the Company; and

in
each case the order or decree remains unstayed and in effect for 60 days.



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The
foregoing will constitute Events of Default whatever the reason for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body.

The
term Bankruptcy Law means Title 11, United States Code, as
amended from time to time, or any similar federal or state law for the relief of debtors.
The term Custodian means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

SECTION
6.2 Acceleration. If an Event of Default described in clauses (a), (b), (c)
and (d) of Section 6.1 occurs with respect to any series of Debt Securities
and is continuing, the Trustee, or the Holders of at least 25% in outstanding principal
amount of the Debt Securities of such series, by notice to the Company, may, and the
Trustee at the written request of such Holders shall, declare the principal of and premium
and accrued and unpaid interest, if any, on all the Debt Securities of such series to be
due and payable. Upon such a declaration, such principal, premium and accrued and unpaid
interest shall be immediately due and payable. If an Event of Default described in clauses
(e) and (f) above occurs and is continuing, the principal of and premium and accrued and
unpaid interest on all of the Debt Securities will become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Holders of
the Debt Securities of such series.

SECTION
6.3 Other Remedies. If an Event of Default occurs with respect to any series of
Debt Securities and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal of or interest on the Debt Securities of such series or to
enforce the performance of any provision of the Debt Securities of such series or this
Indenture.

The
Trustee may maintain a proceeding even if it does not possess any of the Debt Securities
of such series or does not produce any of them in the proceeding. A delay or omission by
the Trustee or any Holder of the Debt Securities of such series in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of
any other remedy. All available remedies are cumulative.

SECTION
6.4 Waiver of Existing Defaults. The Holders of a majority in principal amount of
the outstanding Debt Securities of any series by written notice to the Trustee may (a)
waive, by their consent (including, without limitation consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Debt Securities of such
series), an existing Default or Event of Default with respect to the Debt Securities of
that series and its consequences except (i) a Default or Event of Default in the payment
of the principal of or interest on a Debt Security of such series or (ii) a Default or
Event of Default in respect of a provision that under Section 9.2 cannot be
amended without the consent of each Holder of the Debt Securities of such series affected
and (b) rescind any such acceleration with respect to the Debt Securities of such series
and its consequences if (i) rescission would not conflict with any judgment or decree of a
court of competent jurisdiction and (ii) all existing Events of Default, other than the
nonpayment of the principal of and interest on the Debt Securities of such series that
have become due solely by such declaration of acceleration, have been cured or waived.
When a Default or Event of Default is waived for any series of Debt Securities, it is
deemed cured, but no such waiver shall



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extend to any subsequent or other Default or Event
of Default of such or any other series or impair any consequent right.

SECTION
6.5 Control by Majority. The Holders of a majority in principal amount of the
outstanding Debt Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of exercising any
trust or power conferred on the Trustee, as such remedy, trust or power relates to the
Debt Securities of that series. The Trustee may, however, refuse to follow any direction
that conflicts with law or this Indenture or, subject to Section 7.1 and
Section 7.2, that the Trustee determines is unduly prejudicial to the rights
of other Holders of the Debt Securities of any series or would involve the Trustee in
personal liability; provided, however, that the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking
any action hereunder, the Trustee shall be entitled to security or indemnification
reasonably satisfactory to it in its sole discretion against all losses and expenses
caused by taking or not taking such action.

SECTION
6.6 Limitation on Suits. Subject to Section 6.7, a Holder of Debt
Securities of any series may not pursue any remedy with respect to this Indenture or the
Debt Securities of such series unless:

(a)    the
Holder gives to the Trustee written notice stating that an Event of Default with respect
to the Debt Securities of such series is continuing;

(b)    the
Holders of at least 25% in outstanding principal amount of the Debt Securities of such
series make a written request to the Trustee to pursue the remedy;

(c)    such
Holder or Holders offer to the Trustee security or indemnity reasonably satisfactory to
the Trustee against any loss, liability or expense;

(d)    the
Trustee does not comply with the request within 60 days after receipt of the request and
the offer of security or indemnity; and

(e)    the
Holders of a majority in principal amount of the Debt Securities of such series do not
give the Trustee a direction that is inconsistent with such request during such 60-day
period.

A
Holder of Debt Securities of any series may not use this Indenture to prejudice the rights
of another Holder or to obtain a preference or priority over another Holder, it being
understood and intended that no one or more of such Holders will have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb, or prejudice the rights of any other of such Holders (it being understood
that the Trustee does not have an affirmative duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such Holders).

SECTION
6.7 Rights of Holders to Receive Payment. Notwithstanding any other provision of
this Indenture (including, without limitation, Section 6.6), the right of any
Holder to receive payment of principal of or interest on the Debt Securities held by such
Holder, on or after the respective due dates expressed in the Debt Securities, or to bring
suit for the enforcement of



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any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.

SECTION
6.8 Collection Suit by Trustee. If an Event of Default specified in
Section 6.1(a) or (b) with respect to any series of the Debt Securities
occurs and is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount then due and owing (together
with interest on any unpaid interest to the extent lawful) with respect to that series and
the amounts provided for in Section 7.7.

SECTION
6.9 Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in any
judicial proceedings relative to the Company, its Subsidiaries or its or their respective
creditors or properties, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee
under this Indenture, including, but not limited to, Section 7.7. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION
6.10 Priorities. If the Trustee collects any money or property pursuant to this
Article VI on behalf of Holders of the Debt Securities of any series, it shall
pay out the money or property in the following order:

| | FIRST:  to the Trustee for amounts due under Section 7.7;
| | ---------------------------------------------------------

| | SECOND:
to Holders for amounts due and unpaid on the Debt Securities of the applicable series for
principal and interest, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Debt Securities of the applicable series for principal
and interest, respectively; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | THIRD:  to the Company.
| | -----------------------

The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10. At least 15 days before such record date, the Company shall mail
to each Holder of the Debt Securities of the applicable series and the Trustee a notice
that states the record date, the payment date and amount to be paid.

SECTION
6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party litigant in
the suit of an



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undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys fees and expenses,
against any party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant, in the manner and to the extent
provided in the Trust Indenture Act. This Section 6.11 does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by
Holders of more than 10% in outstanding principal amount of the Debt Securities of any
series.

ARTICLE VIITrustee

SECTION
7.1 Duties of Trustee.

(a)    If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent Person would exercise or use under the circumstances in the conduct
of such Persons own affairs, provided that if an Event of Default occurs with
respect to any series of Debt Securities and is continuing, the Trustee will be under no
obligation to exercise any of the rights or powers under this Indenture at the request or
direction of any of the Holders of Debt Securities of such series unless such Holders have
offered to the Trustee indemnity or security reasonably satisfactory to it against any
loss, liability or expense (other than as provided in clause (c) below).

(b)    With
respect to all series of Debt Securities, except for those series with respect to which an
Event of Default is continuing,

(i)       
          the Trustee undertakes to perform such duties and only such duties as are
          specifically set forth in this Indenture and no implied covenants or obligations
          shall be read into this Indenture against the Trustee; and

(ii)       
          in the absence of bad faith on its part, the Trustee may conclusively rely, as
          to the truth of the statements and the correctness of the opinions expressed
          therein, upon certificates or opinions furnished to the Trustee and conforming
          to the requirements of this Indenture. However, in the case of any such
          certificates or opinions which by any provisions hereof are specifically
          required to be furnished to the Trustee, the Trustee shall examine such
          certificates and opinions 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 stated therein).

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

(i)       
          this paragraph does not limit the effect of paragraph (b) of this
          Section 7.1;

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



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31

(iii)       
          the Trustee shall not be liable with respect to any action it takes or omits to
          take in good faith in accordance with a direction received by it pursuant to
          Sections 6.2, 6.4 or6.5.

(d)    The
Trustee shall not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Company.

(e)    Money
held in trust by the Trustee need not be segregated from other funds except to the extent
required by law.

(f)    No
provision of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur 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 to
believe that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

(g)    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 7.1 and to the provisions of the TIA.

(h)    Unless
otherwise specifically provided in this Indenture, any demand, request, direction or
notice from the Company shall be sufficient if evidenced by a Company Order.

(i)    The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it
by this Indenture at the request or direction of any of the Holders of any series of Debt
Securities unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against any loss, liability or expense (including reasonable
attorneys fees and expenses) that might be incurred by it in compliance with such
request or direction.

SECTION
7.2 Rights of Trustee. Subject to Section 7.1 and with respect to each
series of Debt Securities:

(a)    The
Trustee may conclusively rely on any document (whether in its original or facsimile form)
reasonably believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document.

(b)    Before
the Trustee acts or refrains from acting, it may require the delivery of an Officers
Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on an Officers Certificate or
Opinion of Counsel.

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



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(d)    The
Trustee shall not be liable for any action it takes or omits to take in good faith that it
believes to be authorized or within its rights or powers; provided, however,that
the Trustees conduct does not constitute willful misconduct or negligence.

(e)    The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel
with respect to legal matters relating to this Indenture and the Debt Securities shall be
full and complete authorization and protection from liability in respect to any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.

(f)    The
Trustee shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make further inquiry or
investigation into such facts or matters as it may see fit, personally or by agent or
attorney, at the sole cost of the Company and with the Companys cooperation and
shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation.

(g)    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, and each agent, custodian and other
Person employed to act hereunder.

(h)    In
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss
of profit) irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.

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

(j)    The
Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions
pursuant to this Indenture.

SECTION
7.3 Individual Rights of Trustee. The Trustee in its individual or any other
capacity may become the owner or pledgee of Debt Securities and may otherwise deal with
the Company or its Affiliates with the same rights it would have if it were not Trustee.
Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like
rights. The Trustee must, however, comply with Section 7.10 and
Section 7.11.

SECTION
7.4 Trustees Disclaimer. The Trustee shall not be responsible for and makes
no representation as to the validity or adequacy of this Indenture or the Debt Securities,
shall not be accountable for the Companys use of the proceeds from the Debt
Securities of any series and shall not be responsible for any statement of the Company in
this Indenture or in any document



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33

issued in connection with the sale of Debt Securities or
in Debt Securities other than the Trustees certificate of authentication.

SECTION
7.5 Notice of Defaults. If a Default or Event of Default occurs with respect to any
series of Debt Securities and is continuing and if a Trust Officer has actual knowledge
thereof, the Trustee shall mail to each Holder of the Debt Securities of such series at
the address set forth in the Security Register notice of the Default or Event of Default
within 90 days after it occurs. Except in the case of a Default or Event of Default in
payment of principal of or interest on any Debt Security of such series (including
payments pursuant to the optional redemption provisions of such Debt Security), the
Trustee may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the interests of Holders of the
Debt Securities of such series.

SECTION
7.6 Reports by Trustee to Holders. 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 pursuant
thereto. As promptly as practicable after each May 15 beginning with the May 15
following the date of this Indenture, and in any event prior to July 15 in each year,
the Trustee shall mail to each Holder a brief report dated as of such May 15 that
complies with TIA Section 313(a) if such report is required by such section.

A
copy of each report at the time of its mailing to Holders shall be filed with the SEC and
each stock exchange (if any) on which Debt Securities of any series are listed. The
Company agrees to promptly notify the Trustee in writing whenever the Debt Securities of
any series become listed on any stock exchange and of any delisting thereof.

SECTION
7.7 Compensation and Indemnity. The Company shall pay to the Trustee from time to
time such compensation for its acceptance of this Indenture and services rendered by it
hereunder as the Company and the Trustee shall from time to time agree in writing. The
Trustees compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses, disbursements and advances incurred or made by it,
including costs of collection, costs of preparing and reviewing reports, certificates and
other documents, costs of preparation and mailing of notices to Holders and reasonable
costs of counsel retained by the Trustee in connection with the delivery of an Opinion of
Counsel or otherwise, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and advances of the
Trustees agents, counsel, accountants and experts. The Company shall indemnify the
Trustee and its agents appointed hereunder against any and all loss, liability, damages,
claims or expense (including reasonable attorneys fees and expenses) incurred by
them without negligence or bad faith on their part in connection with the acceptance or
administration of this trust and the performance of their duties hereunder, including the
costs and expenses of enforcing this Indenture (including this Section 7.7)
and of defending themselves against any claims (whether asserted by any Holder, the
Company or otherwise). The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the claim and
the Trustee shall provide reasonable cooperation in the defense. The Trustee may have
separate counsel and the Company shall pay the fees and expenses of such counsel,
providedthat the Company shall not be required to pay



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34

such fees and expenses if it
assumes the Trustees defense, and, in the reasonable judgment of counsel to the
Trustee, there is no conflict of interest between the Company and the Trustee in
connection with such defense. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the Trustees
own willful misconduct, negligence or bad faith.

To
secure the Companys payment obligations in this Section 7.7 the Trustee
shall have a lien prior to the Debt Securities on all money or property held or collected
by the Trustee, other than money or property held in trust to pay principal of and
interest on particular Debt Securities. The Trustees right to receive payment of any
amounts due under this Section 7.7 shall not be subordinate to any other
liability or Debt of the Company.

The
Companys payment obligations pursuant to this Section 7.7 shall survive
the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.1(e) or (f) with respect to the
Company, the expenses are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION
7.8 Replacement of Trustee. The Trustee may resign at any time with respect to the
Debt Securities of any series by so notifying the Company. The Holders of a majority in
principal amount of the outstanding Debt Securities of any series may remove the Trustee
with respect to that series by so notifying the Trustee and may appoint a successor
Trustee with respect to that series. The Company shall remove the Trustee if:

(a)    the Trustee fails to comply with Section 7.10;

(b)    the Trustee is adjudged bankrupt or insolvent;

(c)    a receiver or other public officer takes charge of the Trustee or its property; or

(d)    the Trustee otherwise becomes incapable of acting.

If
the Trustee resigns or is removed by the Company or by the Holders of a majority in
principal amount of the outstanding Debt Securities of any series and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of
the Trustee for any reason (the Trustee in such event being referred to herein as the
retiring Trustee), the Company shall promptly appoint a successor Trustee with respect to
any applicable series.

A
successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Holders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.7.

In
the case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the predecessor Trustee and
each successor Trustee with respect to the Debt Securities of any applicable series shall
execute



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35

and deliver an indenture supplemental hereto, which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the predecessor Trustee with respect to the Debt Securities of any series as
to which the predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees as co-Trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee.

If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of 10% in principal amount
of the Debt Securities of any series may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor Trustee, in the case of
the Holders of a series, a successor Trustee only with respect to that series.

No
successor Trustee with respect to any series of Debt Securities shall accept appointment
as provided in this Section 7.8 unless at the time of such acceptance such
successor Trustee shall with respect to such series be eligible under
Section 7.10. If the Trustee fails to comply with Section 7.10,
any Holder may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

Notwithstanding
the replacement of the Trustee pursuant to this Section 7.8, the
Companys obligations under Section 7.7 shall continue for the benefit of
the retiring Trustee.

SECTION
7.9 Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust business or
assets to, another corporation or banking association, the resulting, surviving or
transferee corporation without any further act shall be the successor Trustee.

In
case, at the time such successor or successors by merger, conversion or consolidation to
the Trustee shall succeed to the trusts created by this Indenture, any of the Debt
Securities shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor trustee and deliver
such Debt Securities so authenticated; and in case at that time any of the Debt Securities
shall not have been authenticated, any successor to the Trustee may authenticate such Debt
Securities, provided that the right to adopt the certificate of authentication of any
predecessor Trustee shall only apply to its successor or successors by merger,
consolidation or conversion.

SECTION
7.10 Eligibility; Disqualification. 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 $50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b); provided,
however, that there shall be excluded from the operation of TIA Section 310(b)(1)
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)(1) are met.



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SECTION
7.11 Preferential Collection of Claims Against Company. The Trustee shall comply
with TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.

ARTICLE VIIISatisfaction and
Discharge of Indenture

SECTION
8.1 Option To Effect Legal Defeasance or Covenant Defeasance. The Company may, at
the option of its Board of Directors evidenced by a Board Resolution, at any time, elect
to have either Section 8.2 or Section 8.3 be applied to all
outstanding Debt Securities of any series, upon compliance with the conditions set forth
below in this Article VIII, unless pursuant to Section 2.3, this
Article VIII is not applicable with respect to the Debt Securities of such series.

SECTION
8.2 Legal Defeasance and Discharge. Upon the Companys exercise under
Section 8.1 of the option applicable to this Section 8.2 with respect
to the Debt Securities of any series, the Company shall be deemed to have been discharged
from its obligations under this Indenture with respect to all outstanding Debt Securities
of such series on the date the conditions set forth below are satisfied (hereinafter,
Legal Defeasance). For this purpose, such Legal Defeasance means that
the Company shall be deemed to have paid and discharged all the obligations relating to
the outstanding Debt Securities of such series, and such Debt Securities of such series
shall thereafter be deemed to be outstanding only for the purposes of
Section 8.6 and Section 8.8, and to have satisfied all of its
other obligations under such Debt Securities of such series and this Indenture and to have
cured all then existing Events of Default with respect to such Debt Securities of such
series (and the Trustee, on demand of and at the written direction and expense of the
Company shall execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Debt Securities of such series to receive payments in respect of
the principal and accrued interest on such Debt Securities of such series when such
payments are due or on the Redemption Date solely out of the trust created pursuant to
this Indenture; (b) the rights, powers, trusts, duties and immunities of the Trustee, and
the Companys obligations in connection therewith; and (c) this
Article VIII and the obligations set forth in Section 8.6 hereof.

SECTION
8.3 Covenant Defeasance. Upon the Companys exercise under Section 8.1
of the option applicable to this Section 8.3 with respect to the Debt Securities of
any series, the Company shall be released from any obligations under the covenants
contained in Section 3.2 and Section 3.3 hereof with respect to
the outstanding Debt Securities of such series on and after the date the conditions set
forth below are satisfied (hereinafter, Covenant Defeasance), and the
Debt Securities of such series shall thereafter be deemed not outstanding for
the purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be
deemed outstanding for all other purposes hereunder (it being understood that
such Debt Securities of such series shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect to the
outstanding Debt Securities of such series, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any other



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provision herein or in any other document and such omission to comply shall not constitute
a Default or Event of Default with respect to the Debt Securities of such series under
Section 6.1(c), nor shall any event referred to in Section 6.1(d)
thereafter constitute a Default or Event of Default with respect to the Debt Securities of
such series, but, except as specified above, the remainder of this Indenture and such Debt
Securities of such series shall be unaffected thereby.

SECTION
8.4 Conditions to Legal or Covenant Defeasance. The following shall be the
conditions to the application of either Section 8.2 or Section 8.3
to the outstanding Debt Securities of the applicable series:

(a)    in
the case of Legal Defeasance of such series, either (i) all Debt Securities of such series
theretofore authenticated and delivered under the Indenture must have been delivered to
the Trustee for cancellation or (ii) the Company must irrevocably deposit, or cause to be
irrevocably deposited, with the Trustee, in trust, for the benefit of the Holders of Debt
Securities of such series, cash in U.S. dollars, non-callable U.S. Government Securities
or a combination thereof in such amounts (and, in the case of U.S. Government Securities,
together with the predetermined and certain income to accrue thereon, without
consideration of any reinvestment thereof) as will be sufficient to pay the principal of
and accrued interest due on the outstanding Debt Securities of such series on the Stated
Maturity date or on the applicable Redemption Date, as the case may be, of such principal
of and accrued interest on the outstanding Debt Securities of such series;

(b)    in
the case of Covenant Defeasance of such series, the Company must irrevocably deposit, or
cause to be irrevocably deposited, with the Trustee, in trust, for the benefit of the
Holders of Debt Securities of such series, cash in U.S. dollars, non-callable U.S.
Government Securities or a combination thereof in such amounts (and, in the case of U.S.
Government Securities, together with the predetermined and certain income to accrue
thereon, without consideration of any reinvestment thereof) as will be sufficient to pay
the principal of and accrued interest due on the outstanding Debt Securities of such
series on the Stated Maturity date or on the applicable Redemption Date, as the case may
be, of such principal of and accrued interest on the outstanding Debt Securities of such
series;

(c)    in
the case of Legal Defeasance of such series, the Company shall have delivered to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that,
subject to customary assumptions and exclusions, (i) the Company has received from, or
there has been published by, the U.S. Internal Revenue Service a ruling or (ii) since the
Issue Date, there has been a change in the applicable federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that,
subject to customary assumptions and exclusions, the Holders of Debt Securities of such
series will not recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such Legal Defeasance
had not occurred;

(d)    in
the case of Covenant Defeasance of such series, the Company shall have delivered to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that,
subject to customary assumptions and exclusions, the Holders of Debt Securities of such
series will not recognize income, gain or loss for federal income tax purposes as a result



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of such Covenant Defeasance and will be subject to such tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

(e)    such
Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under any material agreement or instrument to which the Company is a party or by which the
Company is bound;

(f)    in
the case of Legal Defeasance of such series, 91 days shall have passed during which no
Event of Default relating to such series under Section 6.1(e) or
Section 6.1(f) has occurred;

(g)    the
Company shall have delivered to the Trustee an Officers Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided relating to the
defeasance and discharge as contemplated by this Article VIIIhave been
complied with; and

(h)    the
Company shall have delivered to the Trustee a certificate from a nationally recognized
firm of independent accountants expressing their opinion that the payments of principal
and accrued interest when due and without reinvestment on the deposited U.S. Government
Securities plus any deposited money without investment will provide cash at such times and
in such amounts as will be sufficient to pay principal and accrued interest when due on
all the Debt Securities of such series to maturity.

SECTION
8.5 Satisfaction and Discharge of Indenture. This Indenture will be discharged with
respect of the Debt Securities of any series and will cease to be of further effect as to
all Debt Securities issued thereunder, when either (a) all Debt Securities of such series
theretofore authenticated and delivered (except lost, stolen or destroyed Debt Securities
that have been replaced or paid and Debt Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company) have been
delivered to the Trustee for cancellation; or (b)(i) all Debt Securities of such series
not theretofore delivered to the Trustee for cancellation have become due and payable by
reason of the mailing of a notice of redemption or otherwise or will become due and
payable within one year and the Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust an amount of money in U.S. dollars or
U.S. Government Securities or any combination thereof sufficient to pay and discharge the
entire indebtedness on the Debt Securities of such series not theretofore delivered to the
Trustee for cancellation for principal and accrued and unpaid interest to the date of
maturity or redemption; (ii) no Default with respect to the Debt Securities of such series
shall have occurred within 91 days of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which the Company is a party or by which it is
bound; (iii) the Company has paid or caused to be paid all sums payable by it with respect
to the Debt Securities of such series under this Indenture; and (iv) the Company has
delivered irrevocable instructions to the Trustee under this Indenture to apply the
deposited money toward the payment of the Debt Securities of such series at maturity or
the Redemption Date, as the case may be. In addition, with respect to clause (b) of the
preceding sentence, the Company shall have delivered to the Trustee an Officers
Certificate and an Opinion of Counsel, stating that all conditions precedent specified
herein relating to the satisfaction and discharge of this Indenture have been complied
with.



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SECTION
8.6 Survival of Certain Obligations. Notwithstanding the satisfaction and discharge
of this Indenture with respect to a series of Debt Securities referred to in
Section 8.1, Section 8.2, Section 8.3,
Section 8.4 or Section 8.5, the respective obligations of the
Company and the Trustee under Section 2.2, Section 2.3,
Section 2.4, Section 2.5, Section 2.6,
Section 2.7, Section 2.8, Section 2.9,
Section 2.10, Section 2.11, Section 2.12,
Section 3.4, Section 3.5, Section 3.6,
Section 3.7, Section 6.7, Section 7.2, Section 7.3,
Section 7.7, Section 7.8 and this Article VIII shall
survive until the Debt Securities of such series are no longer outstanding and,
thereafter, only the Companys obligations in Section 7.7 shall survive such
satisfaction and discharge. Nothing contained in this Article VIII shall
abrogate any of the obligations or duties of the Trustee under this Indenture.

SECTION
8.7 Acknowledgment of Discharge by Trustee. Subject to Section 8.10,
after (a) the conditions of Section 8.4 or Section 8.5 have been
satisfied for the applicable series of Debt Securities, (b) the Company has paid or caused
to be paid all other sums payable by the Company in connection with such series of Debt
Securities and (c) the Company has delivered to the Trustee an Officers Certificate
and an Opinion of Counsel, each stating that all conditions precedent referred to in
clause (a) above relating to the satisfaction and discharge of this Indenture with respect
to the applicable series of Debt Securities have been complied with, the Trustee upon
written request by the Company shall acknowledge in writing the discharge of all of the
Companys obligations under this Indenture with respect to the applicable series of
Debt Securities except for those surviving obligations specified in this
Article VIII.

SECTION
8.8 Application of Trust Moneys. All cash in U.S. dollars and U.S. Government
Securities deposited with the Trustee pursuant to Section 8.4 or
Section 8.5 shall be held in trust and applied by the Trustee, in accordance
with the provisions of the Debt Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of Debt Securities of the applicable
series, of all sums due and to become due thereon for principal and accrued interest but
such money need not be segregated from other funds except to the extent required by law.
The Holder of any Debt Security replaced pursuant to Section 2.9 shall not be
entitled to any such payment and shall look only to the Company for any payment which such
Holder may be entitled to collect. In connection with the satisfaction and discharge of
this Indenture or the defeasance of certain obligations under this Indenture, the Company
may direct the Trustee in writing to (a) invest any money received by the Trustee in the
U.S. Government Securities deposited in trust in additional U.S. Government Securities,
and (b) deliver or pay to the Company from time to time upon the request of the Company
any money or U.S. Government Securities held by it, that, as evidenced by a certificate
from a nationally recognized firm of independent accountants, are in excess of the amount
thereof which would then have been required to be deposited for the purpose for which such
money or U.S. Government Securities were deposited or received.

The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Securities deposited pursuant to
Section 8.4 or Section 8.5 or the principal or interest received
in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such series of Debt Securities.



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SECTION
8.9 Repayment to the Company; Unclaimed Money. The Trustee and any Paying Agent
shall promptly pay or return to the Company upon written request any cash or U.S.
Government Securities held by them at any time that, in the opinion of a nationally
recognized firm of independent public accountants evidenced by a written certification
thereof delivered to the Trustee, are not required for the payment of the principal and
interest on the Debt Securities of such series for which cash or U.S. Government
Securities have been deposited pursuant to Section 8.4 or
Section 8.5.

SECTION
8.10 Reinstatement. If the Trustee or Paying Agent is unable to apply any cash or
U.S. Government Securities in accordance with Section 8.2,
Section 8.3, Section 8.4 or Section 8.5 by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Companys obligations under this Indenture and the applicable series of Debt
Securities shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.2, Section 8.3, Section 8.4 or
Section 8.5 until such time as the Trustee or Paying Agent is permitted to
apply all such cash or U.S. Government Securities in accordance with
Section 8.2, Section 8.3, Section 8.4 or
Section 8.5; provided, however, that if the Company has made any payment of
principal of or interest on any Debt Securities of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the
Holders of the Debt Securities of such series to receive such payment from the money or
U.S. Government Securities held by the Trustee or Paying Agent.

ARTICLE IXAmendments

SECTION
9.1 Without Consent of Holders. The Company and the Trustee may amend this
Indenture or the Debt Securities of any series without notice to or consent of any Holder
of a Debt Security of such series:

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

(b)    to comply with Article IV in respect of the assumption by a successor company of the obligations of the
Company under this Indenture;

(c)    to add guarantees with respect to the Debt Securities of such series;

(d)    to secure the Debt Securities of such series;

(e)    to
add to the covenants of the Company for the benefit of the Holders of the Debt Securities
of such series or to surrender any right or power herein conferred upon the Company;

(f)    to
make any change that does not adversely affect the rights of any Holder of a Debt Security
of such series;

(g)    
          to comply with any requirement of the SEC in connection with the qualification
          of this Indenture under the TIA;



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(h)    
          to establish the form or terms of Debt Securities of any series as permitted by
          Sections 2.2 and 2.3; or

(i)    
          to evidence and provide for the acceptance of appointment hereunder by a
          successor Trustee with respect to the Debt Securities of one or more series, and
          as shall be necessary to provide for or facilitate the administration of the
          trusts hereunder by more than one Trustee.

After
an amendment under this Section 9.1 becomes effective, the Company shall mail
to Holders of the Debt Securities of such series a notice briefly describing such
amendment. The failure to give such notice to all Holders of the Debt Securities of such
series at the address set forth in the Security Register, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.1.

SECTION
9.2 With Consent of Holders. The Company and the Trustee may amend this Indenture
or the Debt Securities of any series without notice to any Holder of a Debt Security of
such series but with the written consent of the Holders of at least a majority in
principal amount of the Debt Securities of all series then outstanding affected by such
amendment (including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Debt Securities of such series) voting as a
single class, by Act of such Holders delivered to the Company and the Trustee. However,
without the consent of each Holder of a Debt Security of such series affected, an
amendment may not:

(a)    reduce
the amount of Debt Securities of such series whose Holders must consent to an amendment;

(b)    reduce the
stated rate of or extend the stated time for payment of interest on any Debt Security of
such series;

(c)    reduce the principal of or extend the Stated Maturity of any Debt Security of such series;

(d)    reduce
the premium payable upon the redemption of any Debt Security of such series or change the
time at which any Debt Security of such series may or shall be redeemed as described above
under Article V or any similar provision, whether through an amendment to or
waiver of Article V, a definition or otherwise;

(e)    make
any Debt Security of such series payable in money other than that stated in the Debt
Security of such series;

(f)    impair
the right of any Holder of a Debt Security of such series to receive payment of principal
of and interest on such Holders Debt Securities of such series on or after the due
dates therefor or to institute suit for the enforcement of any payment on or with respect
to such Holders Debt Securities of such series; or

(g)    make
any change to the amendment provisions that require consent of the Holders of Debt
Securities of such series or the waiver provisions in Section 6.4 that require
consent of the Holders of Debt Securities of such series.



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

After
an amendment under this Section 9.2 becomes effective, the Company shall mail to
Holders of Debt Securities of such series a notice briefly describing such amendment. The
failure to give such notice to all Holders of Debt Securities of such series, or any
defect therein, shall not impair or affect the validity of an amendment under this
Section 9.2.

SECTION
9.3 Compliance with Trust Indenture Act. Every amendment to this Indenture or the
Debt Securities of any series shall comply with the TIA as then in effect.

SECTION
9.4 Notation on or Exchange of Debt Securities. If an amendment changes the terms of a
Debt Security of any series, the Trustee may require the Holder of such Debt Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the Debt
Security regarding the changed terms and return it to the Holder of such Debt Security.
Alternatively, if the Company or the Trustee so determines, the Company in exchange for
such Debt Security shall execute and, upon Company Order, the Trustee shall authenticate a
new Debt Security of such series that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Debt Security of such series shall not affect the
validity of such amendment.

SECTION
9.5 Trustee To Sign Amendments. The Trustee shall sign any amendment authorized
pursuant to this Article IX if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Trustee may, but is not
obligated to, sign any amendment authorized pursuant to this Article IX if the
amendment adversely affects the rights, duties, liabilities or immunities of the Trustee.
In signing such amendment the Trustee shall receive indemnity reasonably satisfactory to
it and receive, and (subject to Section 7.1 and Section 7.2) shall
be fully protected in relying upon, an Officers Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this Indenture and that
such amendment is the legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms, subject to customary exceptions, and complies
with the provisions hereof (including Section 9.3).

ARTICLE XMiscellaneous

SECTION
10.1 Trust Indenture Act Controls. If any provision of this Indenture limits,
qualifies or conflicts with another provision which is required to be included in this
Indenture by the TIA, the provision required by the TIA shall control.

SECTION
10.2 Notices. Any notice or communication shall be in writing and delivered in
person or mailed by first-class mail addressed as follows:

if to the Company:
                                            
The Black & Decker Corporation                                             
701 East Joppa Road                                             
Towson, Maryland  21286



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Attention:  Treasurer

with copies to:
                                            
The Black & Decker Corporation                                             
701 East Joppa Road                                             
Towson, Maryland  21286                                                   
Attention:  General Counsel

Miles & Stockbridge, P.C.                                             
10 Light Street                                            
Baltimore, Maryland  21202                                                   
Attention:  Christopher R. Johnson

if to the Trustee:
                                            
The Bank of New York                                             
101 Barclay Street, 8W                                             
New York, New York  10286                                                   
Attention:  Corporate Trust Administration

with
a copy to:
                                            
Emmet, Marvin & Martin, LLP                                             
120 Broadway                                             
New York, New York  10271                                                   
Attention:  Elizabeth M. Clark

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

Any
notice or communication mailed to a registered Holder shall be mailed by first-class mail
to the Holders at the Holders address as it appears on the Security Register and
shall be sufficiently given if so mailed within the time prescribed.

Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it.

SECTION
10.3 Communication by Holders with other Holders. Holders may communicate pursuant
to TIA Section 312(b) with other Holders with respect to their rights under this
Indenture or the applicable series of Debt Securities. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).

SECTION
10.4 Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Company to the Trustee to take or refrain from taking any action under
this Indenture, the Company shall furnish to the Trustee:

(a)    an
Officers Certificate in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with; and



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(b)    an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been complied
with.

SECTION
10.5 Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a covenant or condition provided for in this Indenture
shall include:

(a)    a
statement that the individual making such certificate or opinion has read such covenant or
condition;

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

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

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

In
giving such Opinion of Counsel, counsel may rely as to factual matters on an
Officers Certificate or on certificates of public officials.

SECTION
10.6 When Debt Securities Disregarded. In determining whether the Holders of the
required principal amount of Debt Securities of any series have concurred in any
direction, waiver or consent, Debt Securities of such series owned by the Company or by
any Person directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Debt Securities of such series that
a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Debt Securities outstanding at the time shall be considered
in any such determination.

SECTION
10.7 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable
rules for action by, or a meeting of, Holders. The Registrar and the Paying Agent may make
reasonable rules for their functions.

SECTION
10.8 Legal Holidays. A Legal Holiday is a Saturday, a Sunday or other
day on which commercial banking institutions are authorized or required to be closed in
New York City. If a payment date is a Legal Holiday, payment shall be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a regular record date is a Legal Holiday, the record date shall not
be affected.

SECTION
10.9 GOVERNING LAW; WAIVER OF JURY TRIAL. THIS INDENTURE AND THE DEBT SECURITIES
SHALL BE GOVERNED BY, AND



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CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.

SECTION
10.10 No Recourse Against Others. An incorporator, director, officer, employee,
Affiliate or stockholder of the Company, solely by reason of this status, shall not have
any liability for any obligations of the Company under the Debt Securities or this
Indenture or for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a Debt Security, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the issue of the
Debt Securities.

SECTION
10.11 Successors. All agreements of the Company in this Indenture and the Debt
Securities shall bind its successors. All agreements of the Trustee in this Indenture
shall bind its successors.

SECTION
10.12 Multiple Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the
same agreement. One signed copy is enough to prove this Indenture.

SECTION
10.13 Variable Provisions. The Company initially appoints the Trustee as Paying
Agent and Registrar and custodian with respect to any Global Securities.

SECTION
10.14 Table of Contents; Headings. The table of contents, cross-reference sheet and
headings of the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.

SECTION
10.15 Force Majeure. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without limitation
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts that are consistent with
accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.

SECTION
10.16 Severability. A determination that any provision of this Indenture is
unenforceable or invalid shall not affect the enforceability or validity of any other
provision hereof.



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

| |                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------
| | THE BLACK &DECKER CORPORATION
By:/s/ Charles E. Fenton
        Name:  Charles E. Fenton
        Title:  Senior Vice President and General Counsel

| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | THE BANK OF NEW YORK,
as Trustee
By:/s/ Alexander Pabon
        Name:  Alexander Pabon
        Title:  Assistant Vice President



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