Unassociated Document


    Exhibit
4.2

    
      
        	 
      


      

    

     

    MAIDEN
HOLDINGS NORTH AMERICA, LTD.,

                                                                                                   Issuer

     

    MAIDEN
HOLDINGS, LTD.,

                                                                                                           Guarantor

     

    - and
-

     

    WILMINGTON
TRUST COMPANY,

                                                                                                     Trustee

     

    
      
        

      

    

     

    INDENTURE

    
       

      
        

      

    

     

    Dated as
of                         ,
2011

     

    Debt
Securities

    
      	 
      


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Reconciliation
and tie between

    Trust
Indenture Act of 1939 (the “Trust Indenture
Act”)

    and
Indenture


     

    
      	
              
                Trust Indenture

                Act Section

              

            	 
      	
              
                Indenture Section

              

            
	 	 	 
	
              §310(a)(1)

            	 
      	
              607

            
	
              (a)(2)

            	 
      	
              607

            
	
              (b)

            	 
      	
              608

            
	
              §312(a)

            	 
      	
              701

            
	
              (b)

            	 
      	
              702

            
	
              (c)

            	 
      	
              702

            
	
              §313(a)

            	 
      	
              703

            
	
              (b)(2)

            	 
      	
              703

            
	
              (c)

            	 
      	
              703

            
	
              (d)

            	 
      	
              703

            
	
              §314(a)

            	 
      	
              704

            
	
              (c)(1)

            	 
      	
              102

            
	
              (c)(2)

            	 
      	
              102

            
	
              (e)

            	 
      	
              102

            
	
              (f)

            	 
      	
              102

            
	
              §316(a)
      (last sentence)

            	 
      	
              101

            
	
              (a)(1)(A)

            	 
      	
              502,
      512

            
	
              (a)(1)(B)

            	 
      	
              513

            
	
              (b)

            	 
      	
              508

            
	
              §317(a)(1)

            	 
      	
              503

            
	
              (a)(2)

            	 
      	
              504

            
	
              (b)

            	 
      	
              1003

            
	
              §318(a)

            	 
      	
              108

            


    

      

    
      

    

     

    
      	
              Note:

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

            


    

     

    
      
         


      

      
         

        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                	 
      	 
      	
                        Page

                      
	 	 	 
	
                        ARTICLE
      ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION

                      	
                        1

                      
	 
      	 
      
	
                        Section
      101.

                      	
                        Definitions

                      	
                        1

                      
	
                        Section
      102.

                      	
                        Compliance Certificates and
      Opinions

                      	
                        12

                      
	
                        Section
      103.

                      	
                        Form of Documents Delivered to
      Trustee

                      	
                        12

                      
	
                        Section
      104.

                      	
                        Acts of
      Holders

                      	
                        13

                      
	
                        Section
      105.

                      	
                        Notices, etc. to Trustee,
      Company and Guarantor

                      	
                        14

                      
	
                        Section
      106.

                      	
                        Notice to Holders of
      Securities; Waiver

                      	
                        15

                      
	
                        Section
      107.

                      	
                        Language of
      Notices

                      	
                        15

                      
	
                        Section
      108.

                      	
                        Conflict with Trust Indenture
      Act

                      	
                        16

                      
	
                        Section
      109.

                      	
                        Effect of Headings and Table
      of Contents

                      	
                        16

                      
	
                        Section
      110.

                      	
                        Successors and
      Assigns

                      	
                        16

                      
	
                        Section
      111.

                      	
                        Separability
      Clause

                      	
                        16

                      
	
                        Section
      112.

                      	
                        Benefits of
      Indenture

                      	
                        16

                      
	
                        Section
      113.

                      	
                        Governing
      Law

                      	
                        16

                      
	
                        Section
      114.

                      	
                        Legal
      Holidays

                      	
                        16

                      
	
                        Section
      115.

                      	
                        Counterparts

                      	
                        17

                      
	
                        Section
      116.

                      	
                        Judgment
      Currency

                      	
                        17

                      
	
                        Section
      117.

                      	
                        Extension of Payment
      Dates.

                      	
                        17

                      
	
                        Section
      118.

                      	
                        Immunity
      of Stockholders, Directors, Officers and Agents of the Company and the
      Guarantor

                      	
                        18

                      
	
                        Section
      119.

                      	
                        Submission
      to Jurisdiction; Appointment of Agent for Service of Process; Waiver of
      Immunities

                      	
                        18

                      
	 
      	 
      	 
      
	
                        ARTICLE
      TWO SECURITIES FORMS

                      	
                        19

                      
	 
      	 
      
	
                        Section
      201.

                      	
                        Forms
      Generally

                      	
                        19

                      
	
                        Section
      202.

                      	
                        Form of Trustee’s Certificate
      of Authentication

                      	
                        19

                      
	
                        Section
      203.

                      	
                        Securities in Global
      Form

                      	
                        20

                      
	 
      	 
      	 
      
	
                        ARTICLE
      THREE THE SECURITIES

                      	
                        20

                      
	 
      	 
      
	
                        Section
      301.

                      	
                        Amount Unlimited; Issuable in
      Series

                      	
                        20

                      
	
                        Section
      302.

                      	
                        Currency;
      Denominations

                      	
                        25

                      
	
                        Section
      303.

                      	
                        Execution, Authentication,
      Delivery and Dating

                      	
                        25

                      
	
                        Section
      304.

                      	
                        Temporary
      Securities

                      	
                        27

                      
	
                        Section
      305.

                      	
                        Registration, Transfer and
      Exchange

                      	
                        27

                      
	
                        Section
      306.

                      	
                        Mutilated,
      Destroyed, Lost and Stolen Securities

                      	
                        31

                      
	
                        Section
      307.

                      	
                        Payment
      of Interest and Certain Additional Amounts; Rights to Interest
      and Certain Additional Amounts Preserved

                      	
                        32

                      


              

            

          

        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      308.

                	
                  Persons Deemed
      Owners

                	
                  34

                
	
                  Section
      309.

                	
                  Cancellation

                	
                  35

                
	
                  Section
      310.

                	
                  Computation of
      Interest

                	
                  35

                
	 
      	 
      	 
      
	
                  ARTICLE
      FOUR SATISFACTION AND DISCHARGE OF INDENTURE

                	
                  35

                
	 
      	 
      
	
                  Section
      401.

                	
                  Satisfaction and
      Discharge

                	
                  35

                
	
                  Section
      402.

                	
                  Defeasance and Covenant
      Defeasance

                	
                  37

                
	
                  Section
      403.

                	
                  Application of Trust
      Money

                	
                  41

                
	
                  Section
      404.

                	
                  Reinstatement

                	
                  41

                
	 
      	 
      	 
      
	
                  ARTICLE
      FIVE REMEDIES

                	
                  42

                
	 
      	 
      
	
                  Section
      501.

                	
                  Events of
      Default

                	
                  42

                
	
                  Section
      502.

                	
                  Acceleration
      of Maturity; Rescission and Annulment

                	
                  44

                
	
                  Section
      503.

                	
                  Collection of Indebtedness and
      Suits for Enforcement by Trustee

                	
                  45

                
	
                  Section
      504.

                	
                  Trustee May File Proofs of
      Claim

                	
                  46

                
	
                  Section
      505.

                	
                  Trustee May Enforce Claims
      without Possession of Securities or Coupons

                	
                  47

                
	
                  Section
      506.

                	
                  Application of Money
      Collected

                	
                  47

                
	
                  Section
      507.

                	
                  Limitations on
      Suits

                	
                  47

                
	
                  Section
      508.

                	
                  Unconditional Right of Holders
      to Receive Principal and any Premium, Interest and Additional
      Amounts

                	
                  48

                
	
                  Section
      509.

                	
                  Restoration of Rights and
      Remedies

                	
                  48

                
	
                  Section
      510.

                	
                  Rights and Remedies
      Cumulative

                	
                  49

                
	
                  Section
      511.

                	
                  Delay or Omission Not
      Waiver

                	
                  49

                
	
                  Section
      512.

                	
                  Control by Holders of
      Securities

                	
                  49

                
	
                  Section
      513.

                	
                  Waiver of Past
      Defaults

                	
                  49

                
	
                  Section
      514.

                	
                  Waiver of Usury, Stay or
      Extension Laws

                	
                  50

                
	
                  Section
      515.

                	
                  Undertaking
      for Costs

                	
                  50

                
	 
      	 
      	 
      
	
                  ARTICLE
      SIX THE TRUSTEE

                	
                  51

                
	 
      	 
      
	
                  Section
      601.

                	
                  Certain Rights of
      Trustee

                	
                  51

                
	
                  Section
      602.

                	
                  Notice of
      Defaults

                	
                  53

                
	
                  Section
      603.

                	
                  Not Responsible for Recitals
      or Issuance of Securities

                	
                  53

                
	
                  Section
      604.

                	
                  May Hold Securities;
      Transactions with the Company or the Guarantor

                	
                  53

                
	
                  Section
      605.

                	
                  Money Held in
      Trust

                	
                  53

                
	
                  Section
      606.

                	
                  Compensation and
      Reimbursement

                	
                  54

                
	
                  Section
      607.

                	
                  Corporate Trustee Required;
      Eligibility

                	
                  55

                
	
                  Section
      608.

                	
                  Resignation and Removal;
      Appointment of Successor

                	
                  55

                
	
                  Section
      609.

                	
                  Acceptance of Appointment by
      Successor

                	
                  56

                
	
                  Section
      610.

                	
                  Merger, Conversion,
      Consolidation or Succession to Business

                	
                  58

                
	
                  Section
      611.

                	
                  Appointment of Authenticating
      Agent

                	
                  58

                


        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  ARTICLE
      SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

                	
                  60

                
	 
      	 
      
	
                  Section
      701.

                	
                  Company to Furnish Trustee
      Names and Addresses of Holders

                	
                  60

                
	
                  Section
      702.

                	
                  Preservation of Information;
      Communications to Holders

                	
                  60

                
	
                  Section
      703.

                	
                  Reports by
      Trustee

                	
                  60

                
	
                  Section
      704.

                	
                  Reports by
      Company

                	
                  61

                
	 
      	 
      	 
      
	
                  ARTICLE
      EIGHT CONSOLIDATION, MERGER AND SALES

                	
                  62

                
	 
      	 
      
	
                  Section
      801.

                	
                  Company and Guarantor May
      Consolidate, Etc., Only on Certain Terms

                	
                  62

                
	
                  Section
      802.

                	
                  Successor Person Substituted
      for Company or Guarantor

                	
                  63

                
	 
      	 
      	 
      
	
                  ARTICLE
      NINE SUPPLEMENTAL INDENTURES

                	
                  64

                
	 
      	 
      
	
                  Section
      901.

                	
                  Supplemental Indentures
      without Consent of Holders

                	
                  64

                
	
                  Section
      902.

                	
                  Supplemental Indentures with
      Consent of Holders

                	
                  65

                
	
                  Section
      903.

                	
                  Execution of Supplemental
      Indentures

                	
                  67

                
	
                  Section
      904.

                	
                  Effect of Supplemental
      Indentures

                	
                  67

                
	
                  Section
      905.

                	
                  Reference in Securities to
      Supplemental Indentures

                	
                  67

                
	
                  Section
      906.

                	
                  Conformity with Trust
      Indenture Act

                	
                  68

                
	 
      	 
      	 
      
	
                  ARTICLE
      TEN COVENANTS

                	
                  68

                
	 
      	 
      
	
                  Section
      1001.

                	
                  Payment of Principal, Premium,
      Interest and Additional Amounts

                	
                  68

                
	
                  Section
      1002.

                	
                  Maintenance of Office or
      Agency

                	
                  68

                
	
                  Section
      1003.

                	
                  Money for Securities Payments
      to Be Held in Trust

                	
                  69

                
	
                  Section
      1004.

                	
                  Additional
      Amounts

                	
                  71

                
	
                  Section
      1005.

                	
                  Corporate
      Existence

                	
                  72

                
	
                  Section
      1006.

                	
                  Maintenance
      of Properties

                	
                  72

                
	
                  Section
      1007.

                	
                  Payment of Taxes and Other
      Claims

                	
                  73

                
	
                  Section
      1008.

                	
                  Company and Guarantor
      Statement as to Compliance

                	
                  73

                
	 
      	 
      	 
      
	
                  ARTICLE
      ELEVEN REDEMPTION OF SECURITIES

                	
                  73

                
	 
      	 
      
	
                  Section
      1101.

                	
                  Applicability of
      Article

                	
                  73

                
	
                  Section
      1102.

                	
                  Election to Redeem; Notice to
      Trustee

                	
                  74

                
	
                  Section
      1103.

                	
                  Selection by Trustee of
      Securities to be Redeemed

                	
                  74

                
	
                  Section
      1104.

                	
                  Notice of
      Redemption

                	
                  75

                
	
                  Section
      1105.

                	
                  Deposit of Redemption
      Price

                	
                  76

                
	
                  Section
      1106.

                	
                  Securities Payable on
      Redemption Date

                	
                  77

                
	
                  Section
      1107.   

                	
                  Securities Redeemed in
      Part

                	
                  77

                


        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  ARTICLE
      TWELVE SINKING FUNDS

                	
                  78

                
	 
      	 
      
	
                  Section
      1201.

                	
                  Applicability of
      Article

                	
                  78

                
	
                  Section
      1202.

                	
                  Satisfaction of Sinking Fund
      Payments with Securities

                	
                  78

                
	
                  Section
      1203.

                	
                  Redemption of Securities for
      Sinking Fund

                	
                  79

                
	 
      	 
      	 
      
	
                  ARTICLE
      THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS

                	
                  79

                
	 
      	 
      
	
                  Section
      1301.

                	
                  Applicability of
      Article

                	
                  79

                
	 
      	 
      	 
      
	
                  ARTICLE
      FOURTEEN SECURITIES IN FOREIGN CURRENCIES

                	
                  80

                
	 
      	 
      
	
                  Section
      1401.

                	
                  Applicability of
      Article

                	
                  80

                
	 
      	 
      	 
      
	
                  ARTICLE
      FIFTEEN MEETINGS OF HOLDERS OF SECURITIES

                	
                  80

                
	 
      	 
      
	
                  Section
      1501.

                	
                  Purposes for Which Meetings
      May Be Called

                	
                  80

                
	
                  Section
      1502.

                	
                  Call, Notice and Place of
      Meetings

                	
                  80

                
	
                  Section
      1503.

                	
                  Persons Entitled to Vote at
      Meetings

                	
                  81

                
	
                  Section
      1504.

                	
                  Quorum;
      Action

                	
                  81

                
	
                  Section
      1505.

                	
                  Determination of Voting
      Rights; Conduct and Adjournment of Meetings

                	
                  82

                
	
                  Section
      1506.

                	
                  Counting Votes and Recording
      Action of Meetings

                	
                  83

                
	 
      	 
      	 
      
	
                  ARTICLE
      SIXTEEN GUARANTEE.

                	
                  83

                
	 
      	 
      
	
                  Section
      1601.

                	
                  Applicability of
      Article

                	
                  83

                
	
                  Section
      1602.

                	
                  Guarantee

                	
                  83

                
	
                  Section
      1603.

                	
                  Waiver

                	
                  84

                
	
                  Section
      1604.

                	
                  Guarantee of
      Payment

                	
                  85

                
	
                  Section
      1605.

                	
                  No Discharge or Diminishment
      of Guarantee

                	
                  85

                
	
                  Section
      1606.

                	
                  Defenses of Company
      Waived

                	
                  85

                
	
                  Section
      1607.

                	
                  Continued
      Effectiveness

                	
                  85

                
	
                  Section
      1608.

                	
                  Subrogation

                	
                  86

                
	
                  Section
      1609.

                	
                  Information

                	
                  86

                
	
                  Section
      1610.

                	
                  Subordination

                	
                  86

                
	
                  Section
      1611.

                	
                  Release of
      Guarantor

                	
                  87

                
	
                  Section
      1612.

                	
                  Limitation of Guarantor’s
      Liability

                	
                  87

                
	
                  Section
      1613.

                	
                  No Obligation to Take Action
      Against the Company

                	
                  87

                
	
                  Section
      1614.

                	
                  Execution and Delivery of the
      Guarantee

                	
                  88

                
	
                  Section
      1615.   

                	
                  Successor
      Guarantor

                	
                  88

                


        

      

    

     

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

     

    INDENTURE,
dated as
of                         ,
2011 (the “Indenture”),
among MAIDEN HOLDINGS NORTH AMERICA, LTD., a corporation duly organized and
existing under the laws of the State of Delaware (the “Company”), having its
principal executive office located at 6000 Midlantic Drive, Suite 200S, Mount
Laurel, New Jersey 08054; MAIDEN HOLDINGS, LTD., a company duly organized and
existing under the laws of Bermuda, as guarantor (the “Guarantor”), having its
principal executive office located at 131 Front Street, 2nd Floor,
Hamilton HM12 Bermuda; and WILMINGTON TRUST COMPANY, a banking corporation duly
organized and existing under the laws of the State of Delaware, as trustee (the
“Trustee”).

     

    RECITALS

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its senior unsecured debentures,
notes or other evidences of indebtedness (hereinafter called the “Securities”), unlimited as to
principal amount and which may be guaranteed by the Guarantor, to bear such
fixed or floating rates of interest, to mature at such time or times, to be
issued in one or more series and to have such other provisions as shall be fixed
as hereinafter provided.

     

    The
Company has duly authorized the execution and delivery of this
Indenture.  All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been
done.

     

    This
Indenture is subject to the provisions of the Trust Indenture Act (as herein
defined), and the rules and regulations of the Commission (as herein defined)
promulgated thereunder that are required to be part of this Indenture and, to
the extent applicable, shall be governed by such provisions.

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

    ARTICLE
ONE

     

    DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

     

    
      	
            	
              Section
      101.

            	
              Definitions.

            


    

     

    Except as
otherwise expressly provided in or pursuant to this Indenture or unless the
context otherwise requires, for all purposes of this Indenture:

     

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


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (2)      all other terms used herein
which are defined in the Trust Indenture Act either directly or by reference
therein, have the meanings assigned to them therein;

     

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

     

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

     

    (5)      the word “or” is always used
inclusively (for example, the phrase “A or B” means “A or B or both”, not
“either A or B but not both”);

     

    (6)      provisions
apply to successive events and transactions;

     

    (7)      the
term “merger” includes a statutory share exchange and the terms “merge” and
“merged” have correlative meanings;

     

    (8)      the
masculine gender includes the feminine and the neuter; and

     

    (9)      references
to agreements and other instruments include subsequent amendments and
supplements thereto.

     

    Certain
terms used principally in certain Articles hereof are defined in those
Articles.

     

    “Act”, when used with respect
to any Holders, has the meaning specified in Section 104.

     

    “Additional Amounts” means any
additional amounts which are required by this Indenture or by any Security, or
by the terms of any Security established pursuant to Section 301, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes, duties, levies, imposts, assessments or other governmental
charges imposed on Holders specified herein or therein.

     

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

     

     “Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 611 to act on
behalf of the Trustee to authenticate Securities of one or more
series.

     

    “Authorized Agent” has the
meaning specified in Section 119.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Authorized Newspaper” means a
newspaper, in an official language of the place of publication or in the English
language, customarily published on each day that is a Business Day in the place
of publication, whether or not published on days that are not Business Days in
the place of publication, and of general circulation in each place in connection
with which the term is used or in the financial community of each such
place.  Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different newspapers in the same place meeting the foregoing requirements and in
each case on any day that is a Business Day in the place of
publication.

     

    “Bearer Security” means any
Security in the form established pursuant to Section 201 which is payable to
bearer.

     

    “Board of Directors” means the
board of directors of the Company or the Guarantor, as the case may be, or any
committee of that board duly authorized to act generally or in any particular
respect for the Company or the Guarantor, as applicable,
hereunder.  The term “board of directors” means the board of directors
of the Company or the Guarantor, as the case may be, and does not include
committees of such board of directors.

     

    “Board Resolution” means a copy
of one or more resolutions, certified by the Secretary or an Assistant Secretary
of the Company or the Guarantor, as applicable, to have been duly adopted by the
Board of Directors of the Company or the Guarantor, as applicable, and to be in
full force and effect on the date of such certification, delivered to the
Trustee.

     

    “Business Day” means, unless
otherwise specified with respect to the Securities of any series pursuant to
Section 301, any day other than a Saturday, Sunday or other day on which banking
institutions in The City of New York are authorized or obligated by law,
regulation or executive order to close; provided that such term shall
mean, when used with respect to any payment of principal of, or premium or
interest, if any, on, or Additional Amounts with respect to, the Securities of
any series to be made at any Place of Payment for such Securities, unless
otherwise specified pursuant to Section 301 with respect to such Securities, any
day other than a Saturday, Sunday or other day on which banking institutions in
such Place of Payment are authorized or obligated by law, regulation or
executive order to close.

     

    “Capital Stock” of any Person
means any and all shares, interests, rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated) the
equity of such Person, including any preferred stock, partnership interests and
limited liability company membership interests, but excluding any debt
securities convertible into such equity.

     

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

     

    “Common Stock” includes any
stock of any class of the Company or the Guarantor, as the context requires,
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company or the Guarantor, as applicable, and which is not subject to
redemption by the Company or the Guarantor, as applicable.

     

    “Company” means the Person
named as the “Company” in the first paragraph of this instrument until a
successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Company” shall mean such successor Person and
any other obligor upon the Securities.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Company Request” and “Company Order” mean,
respectively, a written request or order, as the case may be, signed in the name
of the Company by the Chairman, the Chief Executive Officer, the President or a
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Company, and delivered to the
Trustee.

     

    “Conversion Event” means the
cessation of use of (i) a Foreign Currency both by the government of the
country or the confederation which issued such Foreign Currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community or (ii) any currency unit or
composite currency for the purposes for which it was established.

     

    “Corporate Trust Office” means
the principal corporate trust office of the Trustee in Wilmington, Delaware at
which at any particular time its corporate trust business shall be administered,
which office at the date of this Indenture is located at Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration–Maiden Holdings.

     

    “Corporation” includes
corporations, partnerships, associations, limited liability companies and other
companies, and business trusts.  The term “corporation” means a
corporation and does not include partnerships, associations, limited liability
companies or other companies or business trusts.

     

    “Coupon” means any interest
coupon appertaining to a Bearer Security.

     

    “Currency”, with respect to any
payment, deposit or other transfer in respect of the principal of or any premium
or interest on or any Additional Amounts with respect to any Security, means
Dollars or the Foreign Currency, as the case may be, in which such payment,
deposit or other transfer is required to be made by or pursuant to the terms
hereof or such Security and, with respect to any other payment, deposit or
transfer pursuant to or contemplated by the terms hereof or such Security, means
Dollars.

     

    “CUSIP number” means the
alphanumeric designation assigned to a Security by Standard & Poor’s,
CUSIP Service Bureau.

     

    “Defaulted Interest” has the
meaning specified in Section 307.

     

    “Depository” means, with
respect to any Security issuable or issued in the form of one or more global
Securities, the Person designated as depository by the Company in or pursuant to
this Indenture, and, unless otherwise provided with respect to any Security, any
successor to such Person.  If at any time there is more than one such
Person, “Depository”
shall mean, with respect to any Securities, the depository which has been
appointed with respect to such Securities.

     

    “Dollars” or “$” means a dollar or other
equivalent unit of legal tender for payment of public or private debts in the
United States of America.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Equivalent Terms” has the
meaning specified in Section 1102.

     

    “Event of Default” has the
meaning specified in Section 501.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, or any successor thereto, in each
case as amended from time to time.

     

    “Foreign Currency” means any
currency, currency unit or composite currency issued by the government of one or
more countries other than the United States of America or by any recognized
confederation or association of such government.

     

    “GAAP” and “generally accepted accounting
principles” mean, unless otherwise specified with respect to any series
of Securities pursuant to Section 301, such accounting principles as are
generally accepted in the United States of America as of the date or time of any
computation required hereunder.

     

    “Government Obligations” means
securities which are (i) direct obligations of the United States of America or
the other government or governments in the confederation which issued the
Foreign Currency in which the principal of or any premium or interest on the
relevant Security or any Additional Amounts in respect thereof shall be payable,
in each case where the payment or payments thereunder are supported by the full
faith and credit of such government or governments or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America or such other government or governments, in each
case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of America
or such other government or governments, and which, in the case of (i) or (ii),
are not callable or redeemable at the option of the issuer or issuers thereof,
and shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of or other amount with respect to any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Obligation or the specific payment
of interest on or principal of or other amount with respect to the Government
Obligation evidenced by such depository receipt.

     

    “Guarantee” has the meaning
stated in Section 1602. The term “Guarantee” used as a verb has a corresponding
meaning.

     

    “Guarantor” means the Person
named as the “Guarantor” in the first paragraph of this instrument.

     

    “Holder”, in the case of any
Registered Security, means the Person in whose name such Security is registered
in the Security Register and, in the case of any Bearer Security, means the
bearer thereof and, in the case of any Coupon, means the bearer
thereof.

     

    “Indebtedness”, when used with
respect to any Person, and without duplication, unless otherwise specified with
respect to the Securities of any series pursuant to Section 301,
means:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (1)           all
indebtedness, obligations and other liabilities (contingent or otherwise) of
such Person for borrowed money (including obligations in respect of overdrafts,
foreign exchange contracts, currency exchange agreements, Interest Rate
Protection Agreements, and any loans or advances from banks, whether or not
evidenced by notes or similar instruments) or evidenced by bonds, debentures,
notes or other instruments for the payment of money, or incurred in connection
with the acquisition of any property, services or assets (whether or not the
recourse of the lender is to the whole of the assets of such Person or to only a
portion thereof), other than any account payable or other accrued current
liability or obligation to trade creditors incurred in the ordinary course of
business in connection with the obtaining of materials or services;

     

    (2)           all
reimbursement obligations and other liabilities (contingent or otherwise) of
such Person with respect to letters of credit, bank guarantees, bankers’
acceptances, surety bonds, performance bonds or other guaranty of contractual
performance;

     

    (3)           all
obligations and liabilities (contingent or otherwise) in respect of (a) leases
of such Person required, in conformity with GAAP, to be accounted for as
capitalized lease obligations on the balance sheet of such Person and (b) any
lease or related documents (including a purchase agreement) in connection with
the lease of real property which provides that such Person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the
landlord and the obligations of such Person under such lease or related document
to purchase or to cause a third party to purchase the leased
property;

     

    (4)           all
obligations of such Person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement;

     

    (5)           all
direct or indirect guaranties or similar agreements by such Person in respect
of, and obligations or liabilities (contingent or otherwise) of such Person to
purchase or otherwise acquire or otherwise assure a creditor against loss in
respect of, indebtedness, obligations or liabilities of another Person of the
kind described in clauses (1) through (4);

     

    (6)           any
indebtedness or other obligations described in clauses (1) through (5) secured
by any mortgage, pledge, lien or other encumbrance existing on property which is
owned or held by such Person, regardless of whether the indebtedness or other
obligation secured thereby shall have been assumed by such Person;
and

     

    (7)           any
and all deferrals, renewals, extensions, refinancings, replacements,
restatements and refundings of, or amendments, modifications or supplements to,
any indebtedness, obligation or liability of the kind described in clauses (1)
through (6).


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Indenture” means this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and, with respect to any Security, by the
terms and provisions of such Security and any Coupon appertaining thereto
established pursuant to Section 301 (as such terms and provisions may be
amended pursuant to the applicable provisions hereof), provided, however, that, if
at any time more than one Person is acting as Trustee under this instrument,
“Indenture” shall mean, with respect to any one or more series of Securities for
which such Person is Trustee, this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of those particular series of Securities for which
such Person is Trustee established pursuant to Section 301, exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted.

     

    “Indexed Security” means a
Security the terms of which provide that the principal amount thereof payable at
Stated Maturity may be more or less than the principal face amount thereof at
original issuance.

     

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

     

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

     

    “Interest Rate Protection
Agreement” means, with respect to any Person, any interest rate swap
agreement, interest rate cap or collar agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates, as in effect from time to time.

     

    “Judgment Currency” has the
meaning specified in Section 116.

     

    “Maturity”, with respect to any
Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as provided in or pursuant to
this Indenture or such Security, whether at the Stated Maturity, upon
acceleration, upon redemption at the option of the Company, upon repurchase or
repayment at the option of the Holder or otherwise, and includes a Redemption
Date for such Security and a date fixed for the repurchase or repayment of such
Security at the option of the Holder.

     

    “New York Banking Day” has the
meaning specified in Section 116.

     

    “Obligations” has the meaning
specified in Section 1602.

     

    “Office” or “Agency”, with respect to any
Securities, means an office or agency of the Company maintained or designated in
a Place of Payment for such Securities pursuant to Section 1002 or any other
office or agency of the Company maintained or designated for such Securities
pursuant to Section 1002 or, to the extent designated or required by Section
1002 in lieu of such office or agency, the Corporate Trust Office of the Trustee
(other than for Bearer Securities).

     

    “Officers’ Certificate” means a
certificate signed by the Chairman, the Chief Executive Officer, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary of the Company or the Guarantor, as applicable, that
complies with the requirements of Section 314(e) of the Trust Indenture Act and
is delivered to the Trustee.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Opinion of Counsel” means a
written opinion of counsel, who may be an employee of or counsel for the Company
or the Guarantor, as the case may be, or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture
Act.

     

    “Original Issue Discount
Security” means a Security issued pursuant to this Indenture which
provides for an amount less than the principal amount thereof to be due and
payable upon acceleration pursuant to Section 502.

     

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

    
       

      
        	
                 
      

              	
                (a)

              	
                any such Security theretofore
      cancelled by the Trustee or the Security Registrar or delivered to the
      Trustee or the Security Registrar for
  cancellation;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                any such Security for whose
      payment at the Maturity thereof money in the necessary amount (or, to the
      extent that such Security is payable at such Maturity in shares of Common
      Stock or other securities or property, Common Stock or such other
      securities or property in the necessary amount, together with, if
      applicable, cash in lieu of fractional shares or securities) has been
      theretofore deposited pursuant hereto (other than pursuant to Section 402)
      with the Trustee or any Paying Agent (other than the Company) in trust or
      set aside and segregated in trust by the Company (if the Company shall act
      as its own Paying Agent) for the Holders of such Securities and any
      Coupons appertaining thereto, provided that, if such Securities are to
      be redeemed, notice of such redemption has been duly given pursuant to
      this Indenture or provision therefor satisfactory to the Trustee has been
      made;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any such Security with respect to
      which the Company has effected defeasance or covenant defeasance pursuant
      to Section 402, except to the extent provided in
      Section 402;

              


      

      


      
        
          	
                   
      

                	
                  (d)

                	
                  any such Security which has been
      paid pursuant to Section 306 or in exchange for or in lieu of which other
      Securities have been authenticated and delivered pursuant to this
      Indenture, unless there shall have been presented to the Trustee proof
      satisfactory to it that such Security is held by a bona fide purchaser in
      whose hands such Security is a valid obligation of the Company;
      and

                
	 	
                   

                	
                   

                
	 	(e)	
                  any
      such Security converted or exchanged as contemplated by this Indenture
      into Common Stock or other securities or property, if the terms of such
      Security provide for such conversion or exchange pursuant to Section
      301;

                



      

       

    

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    provided, however, that in
determining whether the Holders of the requisite principal amount of Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or are present at a meeting of Holders of Securities
for quorum purposes, (i) the principal amount of an Original Issue Discount
Security that may be counted in making such determination and that shall be
deemed to be Outstanding for such purposes shall be equal to the amount of the
principal thereof that pursuant to the terms of such Original Issue Discount
Security would be due and payable upon acceleration thereof pursuant to Section
502 at the time of such determination, and (ii) the principal amount of any
Indexed Security that may be counted in making such determination and that shall
be deemed Outstanding for such purpose shall be equal to the principal amount of
such Indexed Security at original issuance, unless otherwise provided in or
pursuant to this Indenture, and (iii) the principal amount of a Security
denominated in a Foreign Currency that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, the Trustee shall be entitled to conclusively rely on any such
request, demand, authorization, direction, notice, consent or waiver, but only
to the extent the Responsible Officer of the Trustee making such determination
does not have actual knowledge that such Securities are not so
owned.  Securities so owned which shall have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes in writing to
the satisfaction of the Trustee (A) the pledgee’s right so to act with respect
to such Securities and (B) that the pledgee is not the Company or any other
obligor upon the Securities or any Coupons appertaining thereto or an Affiliate
of the Company or such other obligor.

     

    “Paying Agent” means any Person
authorized by the Company to pay the principal of, or any premium or interest
on, or any Additional Amounts with respect to, any Security or any Coupon on
behalf of the Company.

     

     “Person” and “person” mean any individual,
Corporation, joint venture, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.

     

    “Place of Payment”, with
respect to any Security, means the place or places where the principal of, or
any premium or interest on, or any Additional Amounts with respect to such
Security are payable as provided in or pursuant to this Indenture or such
Security.

     

    “Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of
the same indebtedness as that evidenced by such particular Security; and, for
the purposes of this definition, any Security authenticated and delivered under
Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen
Security or any Security to which a mutilated, destroyed, lost or stolen Coupon
appertains shall be deemed to evidence the same indebtedness as the lost,
destroyed, mutilated or stolen Security or the Security to which a mutilated,
destroyed, lost or stolen Coupon appertains.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


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

     

    “Redemption Price”, with
respect to any Security or portion thereof to be redeemed, means the price at
which it is to be redeemed as determined by or pursuant to this Indenture or
such Security.

     

    “Registered Security” means any
Security established pursuant to Section 201 which is registered in the Security
Register.

     

    “Regular Record Date” for the
interest payable on any Registered Security on any Interest Payment Date
therefor means the date, if any, specified in or pursuant to this Indenture or
such Security as the regular record date for the payment of such
interest.

     

    “Required Currency” has the
meaning specified in Section 116.

     

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

     

    “Securities Act” means the
Securities Act of 1933, as amended, or any successor thereto, in each case as
amended from time to time.

     

    “Security” or “Securities” means any note or
notes, bond or bonds, debenture or debentures, or any other evidences of
indebtedness, as the case may be, authenticated and delivered under this
Indenture; provided,
however, that, if at any time there is more than one Person acting as
Trustee under this Indenture, “Securities”, with respect to any such Person,
shall mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.

     

    “Security Register” and “Security Registrar” have the
respective meanings specified in Section 305.

     

    “Significant Subsidiary” means
any Subsidiary of the Company or the Guarantor, as the case may be, which is a
“significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated
by the Commission (as such rule is in effect on the date of this
Indenture).

     

    “Special Record Date” for the
payment of any Defaulted Interest on any Registered Security means a date fixed
therefor by the Trustee pursuant to Section 307.

     

    “Stated Maturity”, with respect
to any Security or any installment of principal thereof or interest thereon or
any Additional Amounts with respect thereto, means the date established by or
pursuant to this Indenture or such Security as the fixed date on which the
principal of such Security or such installment of principal or interest is, or
such Additional Amounts are, due and payable.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


     “Subsidiary” means (1) any
corporation at least a majority of the total voting power of whose outstanding
Voting Stock is owned, directly or indirectly, at the date of determination by
the Company or the Guarantor, as the case may be, and/or one or more other
Subsidiaries, and (2) any other Person in which the Company or the
Guarantor, as the case may be, and/or one or more other Subsidiaries, directly
or indirectly, at the date of determination, (x) own at least a majority of
the outstanding ownership interests or (y) have the power to elect or
direct the election of, or to appoint or approve the appointment of, at least a
majority of the directors, trustees or managing members of, or other persons
holding similar positions with, such Person.

     

    “Trust Indenture Act” means the
Trust Indenture Act of 1939, as amended, and any reference herein to the Trust
Indenture Act or a particular provision thereof shall mean such Act or
provision, as the case may be, as amended or replaced from time to time or as
supplemented from time to time by rules or regulations adopted by the Commission
under or in furtherance of the purposes of such Act or provision, as the case
may be.

     

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

     

    “United States”, means the
United States of America (including the states thereof and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction; and the term “United States of America”
means the United States of America.

     

    “United States Alien”, except
as otherwise provided in or pursuant to this Indenture or any Security, means
any Person who, for United States Federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident alien fiduciary of
a foreign estate or trust, or a foreign partnership one or more of the members
of which is, for United States Federal income tax purposes, a foreign
corporation, a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust.

     

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

     

    “Voting Stock” means, with
respect to any corporation, any class or series of capital stock of such
corporation the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of, or to appoint or to approve
the appointment of, the directors of, or other persons holding similar positions
with, such corporation.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
            	
              Section
      102.

            	
              Compliance Certificates and
      Opinions.

            


    

     

    Except as
otherwise expressly provided in or pursuant to this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     

    
      	
            	
              Section
      103.

            	
              Form of Documents Delivered to
      Trustee.

            


    

     

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

     

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

     

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


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
            	
              Section
      104.

            	
              Acts of
      Holders.

            


    

     

    (1)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by or pursuant to this Indenture to be made, 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 an agent duly
appointed in writing.  If, but only if, Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in or pursuant to this
Indenture to be made, given or taken by Holders of Securities of such series
may, alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such
record.  Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the
Holders signing such instrument or instruments or so voting at any such
meeting.  Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 315 of
the Trust Indenture Act) conclusive in favor of the Trustee and the Company and
any agent of the Trustee or the Company, if made in the manner provided in this
Section.  The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1506.

     

    Without
limiting the generality of this Section 104, unless otherwise provided in or
pursuant to this Indenture, a Holder, including a Depository that is a Holder of
a global Security, may make, give or take, by a proxy or proxies, duly appointed
in writing, any request, demand, authorization, direction, notice, consent,
waiver or other Act provided in or pursuant to this Indenture or the Securities
to be made, given or taken by Holders, and a Depository that is a Holder of a
global Security may provide its proxy or proxies to the beneficial owners of
interests in any such global Security through such Depository’s standing
instructions and customary practices.

     

    (2)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved in any reasonable manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine; and the
Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section.

     

    (3)           The
ownership, principal amount and serial numbers of Registered Securities held by
any Person, and the date of the commencement and the date of the termination of
holding the same, shall be proved by the Security Register.

     

    (4)           The
ownership, principal amount and serial numbers of Bearer Securities held by any
Person, and the date of the commencement and the date of the termination of
holding the same, may be proved by the production of such Bearer Securities or
by a certificate executed, as depositary, by any trust company, bank, banker or
other depositary reasonably acceptable to the Company, wherever situated, if
such certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Company and the Trustee to be satisfactory in its sole
discretion.  The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other
Person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer
Outstanding.  The ownership, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing and
the date of the commencement and the date of the termination of holding the same
may also be proved in any other manner which the Company and the Trustee deem
sufficient.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (5)           If
the Company shall solicit from the Holders of any Registered Securities any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may at its option (but is not obligated to), by Board Resolution,
fix in advance a record date for the determination of Holders of Registered
Securities entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act.  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
Registered Securities of record at the close of business on such record date
shall be deemed to be Holders for the purpose of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized, agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such
authorization, agreement or consent by the Holders of Registered Securities
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.

     

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

     

    
      	
            	
              Section
      105.

            	
              Notices, etc. to Trustee,
      Company and Guarantor.

            


    

     

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

     

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

     

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

     

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


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
            	
              Section
      106.

            	
              Notice to Holders of
      Securities; Waiver.

            


    

     

    Except as
otherwise expressly provided in or pursuant to this Indenture, where this
Indenture provides for notice to Holders of Securities of any
event,

     

    (1)      such notice shall be
sufficiently given to Holders of Registered Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected by
such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice; and

     

    (2)      such
notice shall be sufficiently given to Holders of Bearer Securities, if any, if
published in an Authorized Newspaper in The City of New York and, if such
Securities are then listed on any stock exchange outside the United States, in
an Authorized Newspaper in such city as the Company shall advise the Trustee in
writing that such stock exchange so requires, on a Business Day at least twice,
the first such publication to be not earlier than the earliest date and the
second such publication not later than the latest date prescribed for the giving
of such notice.

     

    In any
case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided
herein.  Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given or
provided.  In the case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the
Trustee in its sole discretion shall constitute a sufficient notification for
every purpose hereunder.

     

    In case
by reason of the suspension of publication of any Authorized Newspaper or
Authorized Newspapers or by reason of any other cause it shall be impracticable
to publish any notice to Holders of Bearer Securities as provided above, then
such notification to Holders of Bearer Securities as shall be given with the
approval of the Trustee in its sole discretion shall constitute sufficient
notice to such Holders for every purpose hereunder.  Neither failure
to give notice by publication to Holders of Bearer Securities as provided above,
nor any defect in any notice so published, shall affect the sufficiency of any
notice mailed to Holders of Registered Securities as provided
above.

     

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

     

    
      	
            	
              Section
      107.

            	
              Language of
      Notices.

            


    

     

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


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
            	
              Section
      108.

            	
              Conflict with Trust Indenture
      Act.

            


    

     

    If any
provision hereof limits, qualifies or conflicts with any duties under any
required provision of the Trust Indenture Act imposed hereon by Section 318(c)
thereof, such required provision shall control.

     

    
      	
            	
              Section
      109.

            	
              Effect of Headings and Table
      of Contents.

            


    

     

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

     

    
      	
            	
              Section
      110.

            	
              Successors and
      Assigns.

            


    

     

    All
covenants and agreements in this Indenture by the Company and the Guarantor
shall bind its successors and assigns, whether so expressed or not.

     

    
      	
            	
              Section
      111.

            	
              Separability
      Clause.

            


    

     

    In case
any provision in this Indenture, any Security or any Coupon shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not, to the fullest extent permitted by law, in any
way be affected or impaired thereby.

     

    
      	
            	
              Section
      112.

            	
              Benefits of
      Indenture.

            


    

     

    Nothing
in this Indenture, any Security or any Coupon, express or implied, shall give to
any Person, other than the parties hereto, any Security Registrar, any Paying
Agent and their successors hereunder and the Holders of Securities or Coupons,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

     

    
      	
            	
              Section
      113.

            	
              Governing
      Law.

            


    

     

    This
Indenture, the Securities, the Guarantee and any Coupons shall be governed by
and construed in accordance with the laws of the State of New York without
regard to conflicts of law principles of such State other than New York General
Obligations Law Section 5-1401.

     

    
      	
            	
              Section
      114.

            	
              Legal
      Holidays.

            


    

     

    Unless
otherwise specified in or pursuant to this Indenture or any Securities, in any
case where any Interest Payment Date, Stated Maturity or Maturity of, or any
other day on which a payment is due with respect to, any Security shall be a day
which is not a Business Day, then payment need not be made on such day, but such
payment may be made on the next succeeding day that is a relevant Business Day
with the same force and effect as if made on the Interest Payment Date, at the
Stated Maturity or Maturity or on any such other payment date, as the case may
be, and no interest shall accrue or be payable on such succeeding Business Day
for the period from and after such Interest Payment Date, Stated Maturity,
Maturity or other payment date, as the case may be, to such succeeding Business
Day.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      	
            	
              Section
      115.

            	
              Counterparts.

            


    

     

    This
Indenture may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.

     

    
      	
            	
              Section
      116.

            	
              Judgment
      Currency.

            


    

     

    Each of
the Company and the Guarantor agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the
principal of, or premium or interest, if any, or Additional Amounts on the
Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
date on which a final unappealable judgment is given and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with clause (a)), in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture.  For purposes of
the foregoing, “New York
Banking Day” means any day except a Saturday, Sunday or a legal holiday
in The City of New York or a day on which banking institutions in The City of
New York are authorized or obligated by law, regulation or executive order to be
closed. The provisions of this Section 116 shall not be applicable with respect
to any payment due on a Security which is payable in Dollars.

     

    
      	
            	
              Section
      117.

            	
              Extension of Payment
      Dates.

            


    

     

    In the
event that (i) the terms of any Security or Coupon appertaining thereto
established in or pursuant to this Indenture permit the Company or any Holder
thereof to extend the date on which any payment of principal of, or premium, if
any, or interest, if any, on, or Additional Amounts, if any, with respect to
such Security or Coupon is due and payable and (ii) the due date for any
such payment shall have been so extended, then all references herein to the
Stated Maturity of such payment (and all references of like import) shall be
deemed to refer to the date as so extended.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              Section
      118.

            	
              Immunity of Stockholders,
      Directors, Officers and Agents of the Company and the
      Guarantor.

            


    

     

    No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Security, or because of any indebtedness evidenced thereby,
shall be had against any past, present or future stockholder, employee, officer
or director, as such, of the Company or the Guarantor or of any of the Company’s
or the Guarantor’s predecessors or successors, either directly or through the
Company or the Guarantor, as applicable, or any predecessor or successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders and as part of the consideration for the issue of the
Securities.

     

    
      	
            	
              Section
      119.

            	
              Submission to Jurisdiction;
      Appointment of Agent for Service of Process; Waiver of
      Immunities.

            


    

     

    The
Guarantor hereby appoints CT Corporation System acting through its office at 111
8th
Avenue, 13th Floor,
New York, New York 10011, as its authorized agent (the “Authorized Agent”) upon which
process may be served in any legal action or proceeding against it with respect
to its obligations under this Indenture or the Securities of any series or any
Guarantee, as the case may be, instituted in any U.S. federal or state court in
the Borough of Manhattan, The City of New York by the Holder of any Security and
agrees that service of process upon such Authorized Agent, together with written
notice of said service to the Guarantor by the person serving the same,
addressed as provided in Section 105, shall be deemed in every respect effective
service of process upon the Guarantor in any such legal action or proceeding,
and the Guarantor hereby irrevocably submits to the non-exclusive jurisdiction
of any such court (assuming it is a court of competent jurisdiction) in respect
of any such legal action or proceeding, and waives any objection which it may
now or hereafter have to the laying of venue of any such proceeding or that such
court is an inconvenient forum.  Such appointment shall be irrevocable
until all Obligations due and to become due on or in respect of all the
Securities issued under this Indenture have been paid by the Issuer or the
Guarantor, as the case may be, to the Trustee pursuant to the terms hereof and
the Securities and the Guarantee.  Notwithstanding the foregoing, the
Guarantor reserves the right to appoint another Person located or with an office
in the Borough of Manhattan, The City of New York, selected in its discretion,
as a successor Authorized Agent, and upon acceptance of such appointment by such
a successor the appointment of the prior Authorized Agent shall
terminate.  If for any reason CT Corporation System ceases to be able
to act as the Authorized Agent or to have an address in the Borough of
Manhattan, The City of New York, the Guarantor shall appoint a successor
Authorized Agent in accordance with the preceding sentence. The Guarantor
further agrees to take any and all action, including the filing of any and all
documents and instruments as may be necessary to continue such designation and
appointment of such agent in full force and effect until this Indenture has been
satisfied and discharged in accordance with Article Four
hereof.  Service of process upon the Authorized Agent addressed to it
at the address set forth above, as such address may be changed within the
Borough of Manhattan, The City of New York by notice given by the Authorized
Agent to the Trustee, together with written notice of such service mailed or
delivered to the Guarantor shall be deemed, in every respect, effective service
of process on the Guarantor.

     

    To the
extent that the Guarantor has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution or
otherwise) with respect to itself or its property, the Guarantor hereby
irrevocably waive such immunity in respect of its Obligations under this
Indenture and the Securities, to the extent permitted by law.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    ARTICLE
TWO

     

    SECURITIES
FORMS

     


    
      	
            	
              Section
      201.

            	
              Forms
      Generally.

            


    

     

    Each
Registered Security, Bearer Security, Coupon and temporary or permanent global
Security issued pursuant to this Indenture shall be in the form established by
or pursuant to a Board Resolution of the Company and set forth in an Officers’
Certificate of the Company, or established in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant
to this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officer of the Company executing such Security or Coupon as evidenced by the
execution of such Security or Coupon.

     

    Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall be issuable in registered form without Coupons.

     

    Definitive
Securities and definitive Coupons shall be printed, lithographed or engraved or
produced by any combination of these methods on a steel engraved border or steel
engraved borders or may be produced in any other manner, all as determined by
the officer of the Company executing such Securities or Coupons, as evidenced by
the execution of such Securities or Coupons.

     

    
      	
            	
              Section
      202.

            	
              Form of Trustee’s Certificate
      of Authentication.

            


    

     

    Subject
to Section 611, the Trustee’s certificate of authentication shall be in
substantially the following form:

     

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

     

    
      
        
          
            
              
                	
                        WILMINGTON
      TRUST COMPANY,

                      
	
                                       as
      Trustee

                      
	 
      
	
                        By: 

                      	 
	 
      	
                        Authorized
      Signatory

                      


              

               

              
                
                  
                  

                

                
                  19

                  
                    

                  

                

                
                  
                  

                

              

               

            

          

        

      

    

    
      	
            	
              Section
      203.

            	
              Securities in Global
      Form.

            


    

     

    Unless
otherwise provided in or pursuant to this Indenture or any Securities, the
Securities shall not be issuable in global form.  If Securities of a
series shall be issuable in temporary or permanent global form, any such
Security may provide that it or any principal amount of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser principal amount as is permitted by the terms thereof) from time to
time endorsed thereon or reflected on the books and records of the Trustee and
may also provide that the aggregate principal amount of Outstanding Securities
represented thereby may from time to time be increased or reduced to reflect
exchanges.  Any endorsement of any Security in global form to reflect
the principal amount, or any increase or decrease in the principal amount, or
changes in the rights of Holders, of Outstanding Securities represented thereby
shall be made in such manner and by such Person or Persons as shall be specified
therein or pursuant to Section 301 with respect to such Security or in the
Company Order to be delivered pursuant to Section 303 or 304 with respect
thereto.  Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in global form
in the manner and upon written instructions given by the Person or Persons
specified therein or pursuant to Section 301 with respect to such Security or in
the applicable Company Order.  If a Company Order pursuant to Section
303 or 304 has been, or simultaneously is, delivered, any instructions by the
Company with respect to a Security in global form shall be in writing but need
not be accompanied by or contained in an Officers’ Certificate of the Company
and need not be accompanied by an Opinion of Counsel.  Notwithstanding
the foregoing provisions of this paragraph, in the event a global Security is
exchangeable for definitive Securities as provided in Section 305, then,
unless otherwise provided in or pursuant to this Indenture with respect to the
Securities of such series, the Trustee shall deliver and redeliver such global
Security to the extent necessary to effect such exchanges, shall endorse such
global Security to reflect any decrease in the principal amount thereto
resulting from such exchanges and shall take such other actions, all as
contemplated by Section 305.

     

    Notwithstanding
the provisions of Section 307, payment of principal of, any premium and interest
on, and any Additional Amounts in respect of any Security in temporary or
permanent global form shall be made to the Person in whose name such Security is
registered.

     

    Notwithstanding
anything to the contrary, the Trustee and any agent of the Company, the
Guarantor and the Trustee shall treat as the Holder of the principal amount of
Outstanding Securities represented by a global Security (i) in the case of
a global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 301.

       

    ARTICLE
THREE

     

    THE
SECURITIES

     


    
      	
            	
              Section
      301.

            	
              Amount Unlimited; Issuable in
      Series.

            


    

     

    The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series.

     

    With
respect to any Securities to be authenticated and delivered hereunder, there
shall be established in or pursuant to one or more Board Resolutions of the
Company and set forth in an Officers’ Certificate of the Company, or established
in one or more indentures supplemental hereto, prior to the issuance of any
Securities of a series,

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (1)          the
title of the Securities of such series;

     

    (2)          any
limit upon the aggregate principal amount of the Securities of such series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of such series pursuant to
Section 304, 305, 306, 905 or 1107, upon repayment in part of any Security
of such series pursuant to Article Thirteen or upon surrender in part of
any Security for conversion or exchange into Common Stock or other securities or
property pursuant to its terms);

     

    (3)          
if such Securities are to be issuable as Registered Securities, as Bearer
Securities or alternatively as Bearer Securities and Registered Securities, and
whether the Bearer Securities are to be issuable with Coupons, without Coupons
or both, and any restrictions applicable to the offer, sale or delivery of the
Bearer Securities and the terms, if any, upon which Bearer Securities may be
exchanged for Registered Securities and vice versa;

     

    (4)          if any
of such Securities are to be issuable in global form, when any of such
Securities are to be issuable in global form and (i) whether such Securities are
to be issued in temporary or permanent global form or both, (ii) whether
beneficial owners of interests in any such global Security may exchange such
interests for Securities of the same series and of like tenor and of any
authorized form and denomination, and the circumstances under which any such
exchanges may occur, if other than in the manner specified in Section 305, (iii)
the name of the Depository with respect to any such global Security and
(iv) if applicable and in addition to the Persons specified in
Section 305, the Person or Persons who shall be entitled to make any
endorsements on any such global Security and to give the instructions and take
the other actions with respect to such global Security contemplated by the first
paragraph of Section 203;

     

    (5)          if any
of such Securities are to be issuable as Bearer Securities, the date as of which
any such Bearer Security shall be dated (if other than the date of original
issuance of the first of such Securities to be issued);

     

    (6)          if any
of such Securities are to be issuable as Bearer Securities, whether interest in
respect of any portion of a temporary Bearer Security in global form payable in
respect of an Interest Payment Date therefor prior to the exchange, if any, of
such temporary Bearer Security for definitive Securities shall be paid to any
clearing organization with respect to the portion of such temporary Bearer
Security held for its account and, in such event, the terms and conditions
(including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date;

     

    (7)          the
date or dates, or the method or methods, if any, by which such date or dates
shall be determined, on which the principal and premium, if any, of such
Securities is payable;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (8)          the
rate or rates at which such Securities shall bear interest, if any, or the
method or methods, if any, by which such rate or rates are to be determined, the
date or dates, if any, from which such interest shall accrue or the method or
methods, if any, by which such date or dates are to be determined, the Interest
Payment Dates, if any, on which such interest shall be payable and the Regular
Record Date, if any, for the interest payable on Registered Securities on any
Interest Payment Date, the notice, if any, to Holders regarding the
determination of interest on a floating rate Security and the manner of giving
such notice, and the basis upon which interest shall be calculated if other than
that of a 360-day year of twelve 30-day months;

     

    (9)          whether
Securities of the series are entitled to any benefits of the Guarantee of the
Guarantor pursuant to this Indenture;

     

    (10)        if
in addition to or other than the Corporate Trust Office, the place or places
where the principal of, any premium and interest on or any Additional Amounts
with respect to such Securities shall be payable, any of such Securities that
are Registered Securities may be surrendered for registration of transfer or
exchange, any of such Securities may be surrendered for conversion or exchange
and notices or demands to or upon the Company in respect of such Securities and
this Indenture may be served;

     

    (11)        whether
any of such Securities are to be redeemable at the option of the Company and, if
so, the date or dates on which, the period or periods within which, the price or
prices at which and the other terms and conditions upon which such Securities
may be redeemed, in whole or in part, at the option of the Company;

     

    (12)        if
the Company is obligated to redeem or purchase any of such Securities pursuant
to any sinking fund or analogous provision or at the option of any Holder
thereof and, if so, the date or dates on which, the period or periods within
which, the price or prices at which and the other terms and conditions upon
which such Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and any provisions for the remarketing of such
Securities so redeemed or purchased;

     

    (13)        the
denominations in which any of such Securities that are Registered Securities
shall be issuable if other than minimum denominations of $2,000 and any integral
multiple of $1,000 in excess thereof, and the minimum denominations in which any
of such Securities that are Bearer Securities shall be issuable if other than
the minimum denomination of $5,000;

     

    (14)        whether
such Securities will be convertible into and/or exchangeable for Common Stock or
other securities or property, and if so, the terms and conditions upon which
such Securities will be so convertible or exchangeable, and any deletions from
or modifications or additions to this Indenture to permit or to facilitate the
issuance of such convertible or exchangeable Securities or the administration
thereof;

     

    (15)        if
other than the principal amount thereof, the portion of the principal amount of
any of such Securities that shall be payable upon acceleration of the Maturity
thereof pursuant to Section 502 or the method by which such portion is to be
determined;

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (16)         if
other than Dollars, the Foreign Currency in which purchases of such Securities
must be made and the Foreign Currency in which payment of the principal of, any
premium or interest on or any Additional Amounts with respect to any of such
Securities shall be payable;

     

    (17)         if
the principal of, any premium or interest on or any Additional Amounts with
respect to any of such Securities are to be payable, at the election of the
Company or a Holder thereof or otherwise, in a Currency other than that in which
such Securities are stated to be payable, the date or dates on which, the period
or periods within which, and the other terms and conditions upon which, such
election may be made, and the time and manner of determining the exchange rate
between the Currency in which such Securities are stated to be payable and the
Currency in which such Securities or any of them are to be paid pursuant to such
election, and any deletions from or modifications of or additions to the terms
of this Indenture to provide for or to facilitate the issuance of Securities
denominated or payable, at the election of the Company or a Holder thereof or
otherwise, in a Foreign Currency;

     

    (18)         if
the amount of payments of principal of, any premium or interest on or any
Additional Amounts with respect to such Securities may be determined with
reference to an index, formula or other method or methods (which index, formula
or method or methods may be based, without limitation, on one or more
Currencies, commodities, equity indices or other indices), and, if so, the terms
and conditions upon which and the manner in which such amounts shall be
determined and paid or payable;

     

    (19)         any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company with respect to any of such Securities (whether or not
such Events of Default or covenants are consistent with the Events of Default or
covenants set forth herein);

     

    (20)         if
any one or more of Section 401 relating to satisfaction and
discharge,  Section 402(2) relating to defeasance or
Section 402(3) relating to covenant defeasance shall not be applicable to
such Securities, and any covenants in addition to or other than those specified
in Section 402(3) relating to such Securities which shall be subject to
covenant defeasance, and, if such Securities are subject to repurchase or
repayment at the option of the Holders thereof pursuant to
Article Thirteen, if the Company’s obligation to repurchase or repay such
Securities will be subject to satisfaction and discharge pursuant to Section 401
or to defeasance or covenant defeasance pursuant to Section 402, and, if the
Holders of such Securities have the right to convert or exchange such Securities
into Common Stock or other securities or property, if the right to effect such
conversion or exchange will be subject to satisfaction and discharge pursuant to
Section 401 or to defeasance or covenant defeasance pursuant to
Section 402, and any deletions from, or modifications or additions to, the
provisions of Article Four (including any modification which would permit
satisfaction and discharge, defeasance or covenant defeasance to be effected
with respect to less than all of the outstanding Securities of such series) in
respect of such Securities;

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (21)         if
any of such Securities are to be issuable upon the exercise of warrants, and the
time, manner and place for such Securities to be authenticated and
delivered;

     

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

     

    (23)         whether
and under what circumstances the Company will pay Additional Amounts on such
Securities to any holder who is a United States Alien in respect of any tax,
assessment or other government charge and, if so, whether the Company will have
the option to redeem such Securities rather than pay such Additional
Amounts;

     

    (24)         if
there is more than one Trustee, the identity of the Trustee that has any
obligations, duties and remedies with respect to such Securities and, if not the
Trustee, the identity of each Security Registrar, Paying Agent or Authenticating
Agent with respect to such Securities;

     

    (25)         the
manner in which, or the Person to whom, any interest on any Bearer Security of
such series shall be payable, if other than upon presentation and surrender of
the Coupons appertaining thereto as they severally mature, and the extent to
which, or the manner in which, any interest payable on a temporary global
Security will be paid if other than in the manner provided in this Indenture;
and

     

    (26)         any
other terms of such Securities and any deletions from or modifications or
additions to this Indenture in respect of such Securities.

     

    All
Securities of any one series and all Coupons, if any, appertaining to Bearer
Securities of such series shall be substantially identical except as to Currency
of payments due thereunder, denomination and the rate of interest, or method of
determining the rate of interest, if any, Maturity, and the date from which
interest, if any, shall accrue and except as may otherwise be provided by the
Company in or pursuant to the Board Resolution of the Company and set forth in
the Officers’ Certificate of the Company or in any indenture or indentures
supplemental hereto pertaining to such series of Securities.  The
Securities of any series shall be authenticated and delivered by the Trustee on
original issue from time to time upon receipt of an Officer’s Certificate,
Opinion of Counsel and Company Order pursuant to Section 303.

     

    All
Securities of any one series need not be issued at the same time and, unless
otherwise provided by the Company as contemplated by this Section 301, a series
may be reopened from time to time without the consent of any Holders for
issuances of additional Securities of such series or to establish additional
terms of such series of Securities.

     

     If
any of the terms of the Securities of any series shall be established by action
taken by or pursuant to Board Resolutions of the Company or the Guarantor (with
respect to the Guarantee), such Board Resolution(s) shall be delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate of the Company
setting forth the terms of such series.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              Section
      302.

            	
              Currency;
      Denominations.

            


    

     

    Unless
otherwise provided in or pursuant to this Indenture, the principal of, any
premium and interest on and any Additional Amounts with respect to the
Securities shall be payable in Dollars.  Unless otherwise provided in
or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in minimum denominations of
$2,000 and any integral multiple of $1,000 in excess thereof, and the Bearer
Securities denominated in Dollars shall be issuable in minimum denominations of
$5,000.  Securities not denominated in Dollars shall be issuable in
such denominations as are established with respect to such Securities in or
pursuant to this Indenture.

     

    
      	
            	
              Section
      303.

            	
              Execution, Authentication,
      Delivery and Dating.

            


    

     

    Securities
shall be executed on behalf of the Company by its Chairman, its President or one
of its Vice Presidents and by its Treasurer, one of its Assistant Treasurers,
its Secretary or one of its Assistant Secretaries and may (but need not) have
its corporate seal or a facsimile thereof reproduced thereon.  Coupons
shall be executed on behalf of the Company by the Chairman, the President or any
Vice President of the Company.  The signature of any of these officers
on the Securities or any Coupons appertaining thereto may be manual or
facsimile.

     

    The
notation of the Guarantee endorsed on any Securities shall be executed on behalf
of the Guarantor by its Chairman, its President, any of its Vice Presidents or
by its Treasurer. The signature of any of these officers on the Guarantee may be
manual or facsimile.

     

    Securities
and any Coupons appertaining thereto and the Guarantee bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company or the Guarantor shall, to the fullest extent permitted by law, bind
the Company and the Guarantor, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities
or Coupons or the Guarantee.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities, together with any Coupons appertaining
thereto, executed by the Company, to the Trustee for authentication and, provided that the Board
Resolution and Officers’ Certificate of the Company or supplemental indenture or
indentures with respect to such Securities referred to in Section 301 and a
Company Order for the authentication and delivery of such Securities have been
delivered to the Trustee, the Trustee in accordance with the Company Order and
subject to the provisions hereof and of such Securities shall authenticate and
deliver such Securities.  In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities and any Coupons appertaining thereto, the Trustee shall be
entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust
Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel
to the following effect, which Opinion of Counsel may contain such assumptions,
qualifications and limitations as such counsel and Trustee shall deem
appropriate:

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (a)           the
form or forms and terms of such Securities and Coupons, if any, have been
established in conformity with Sections 201 and 301 of this
Indenture;

     

    (b)           all
conditions precedent set forth in this Indenture to the authentication and
delivery of such Securities and Coupons, if any, appertaining thereto have been
complied with and that such Securities, and Coupons, when completed by
appropriate insertions (if applicable), executed by duly authorized officers of
the Company, delivered by duly authorized officers of the Company to the Trustee
for authentication pursuant to this Indenture, and authenticated and delivered
by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, and, if applicable, the Guarantee will constitute
valid and binding obligations of the Guarantor, except, in each case, as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other similar laws relating to or affecting
creditors’ rights generally or by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).

     

    If all
the Securities of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel at the time of issuance of each
Security, but such opinion, with such modifications as counsel shall deem
appropriate, shall be delivered at or before the time of issuance of the first
Security of such series.  After any such first delivery, any separate
request by the Company that the Trustee authenticate Securities of such series
for original issue will be accompanied by (i) a certification by the Company
that all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Securities continue to have been complied
with and (ii) a Company Order for the authentication and delivery of such
Securities.

     

    The
Trustee shall not be required to authenticate or to cause an Authenticating
Agent to authenticate any Securities if the issue of such Securities pursuant to
this Indenture will affect the Trustee’s own rights, duties or immunities under
the Securities and this Indenture or will otherwise be in a manner which is not
reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken.

     

    Each
Registered Security shall be dated the date of its
authentication.  Each Bearer Security and any Bearer Security in
global form shall be dated as of the date specified in or pursuant to this
Indenture.

     

    No
Security or Guarantee thereof or Coupon appertaining thereto shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose,
unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section 202 or 611 executed by or on
behalf of the Trustee or by the Authenticating Agent by the manual signature of
one of its authorized signatories.  Such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder.  Except as permitted by
Section 306 or 307 or as may otherwise be provided in or pursuant to this
Indenture, the Trustee shall not authenticate and deliver any Bearer Security
unless all Coupons appertaining thereto then matured have been detached and
cancelled.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              Section
      304.

            	
              Temporary
      Securities.

            


    

     

    Pending
the preparation of definitive Securities, the Company may execute and deliver to
the Trustee and, upon Company Order, the Trustee shall authenticate and deliver,
in the manner provided in Section 303, temporary Securities in lieu thereof
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form or,
if authorized in or pursuant to this Indenture, in bearer form with one or more
Coupons or without Coupons and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities.  Such temporary Securities may be in global
form.

     

    Except in
the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions set forth in this Indenture or the provisions
established pursuant to Section 301, if temporary Securities are issued, the
Company shall cause definitive Securities to be prepared without unreasonable
delay.  Except as otherwise provided in or pursuant to this Indenture,
after the preparation of definitive Securities of the same series and containing
terms and provisions that are identical to those of any temporary Securities,
such temporary Securities shall be exchangeable for such definitive Securities
upon surrender of such temporary Securities at an Office or Agency for such
Securities, without charge to any Holder thereof.  Except as otherwise
provided in or pursuant to this Indenture, upon surrender for cancellation of
any one or more temporary Securities (accompanied by any unmatured Coupons
appertaining thereto), the Company shall execute and, upon Company Order, the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security; and provided, further, that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in or pursuant to this
Indenture.  Unless otherwise provided in or pursuant to this Indenture
with respect to a temporary global Security, until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series.

     

    
      	
            	
              Section
      305.

            	
              Registration, Transfer and
      Exchange.

            


    

     

    With
respect to the Registered Securities of each series, if any, the Company shall
cause to be kept a register (each such register being herein sometimes referred
to as the “Security
Register”) at an Office or Agency for such series in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of the Registered Securities of such series and of transfers of
the Registered Securities of such series.  Such Office or Agency shall
be the “Security
Registrar” for that series of Securities.  Unless otherwise
specified in or pursuant to this Indenture or the Securities, the initial
Security Registrar for each series of Securities shall be as specified in the
last paragraph of Section 1002.  The Company shall have the right
to remove and replace from time to time the Security Registrar for any series of
Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment.  In
the event that the Trustee shall not be or shall cease to be Security Registrar
with respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times.  There
shall be only one Security Register for each series of Securities.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Except as
otherwise provided in or pursuant to this Indenture, upon surrender for
registration of transfer of any Registered Security of any series at any Office
or Agency for such series, the Company shall execute, and, upon Company Order,
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series denominated as authorized in or pursuant to this Indenture, of a like
aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions and, if applicable, having the
notation of the Guarantee of the Guarantor endorsed thereon.

     

    Except as
otherwise provided in or pursuant to this Indenture, at the option of the
Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series containing identical terms and
provisions, in any authorized denominations, and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any Office or Agency
for such series.  Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and, upon Company Order,
the Trustee shall authenticate and deliver, the Registered Securities which the
Holder making the exchange is entitled to receive together with, if applicable,
the notation of the Guarantee of the Guarantor endorsed thereon.

     

    If
provided in or pursuant to this Indenture, with respect to Securities of any
series, at the option of the Holder, Bearer Securities of such series may be
exchanged for Registered Securities of such series containing identical terms,
denominated as authorized in or pursuant to this Indenture and in the same
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any Office or Agency for such series, with all unmatured Coupons
and all matured Coupons in default thereto appertaining.  If the
Holder of a Bearer Security is unable to produce any such unmatured Coupon or
Coupons or matured Coupon or Coupons in default, such exchange may be effected
if the Bearer Securities are accompanied by payment in funds acceptable to the
Company and the Trustee in an amount equal to the face amount of such missing
Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be
waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless.  If thereafter the Holder of such Bearer Security
shall surrender to any Paying Agent any such missing Coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that,
except as otherwise provided in Section 1002, interest represented by Coupons
shall be payable only upon presentation and surrender of those Coupons at an
Office or Agency for such series located outside the United
States.  Notwithstanding the foregoing, in case a Bearer Security of
any series is surrendered at any such Office or Agency for such series in
exchange for a Registered Security of such series and like tenor after the close
of business at such Office or Agency on (i) any Regular Record Date and before
the opening of business at such Office or Agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such Office or Agency on the related date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but shall be
payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    If
provided in or pursuant to this Indenture with respect to Securities of any
series, at the option of the Holder, Registered Securities of such series may be
exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such
series.

     

    Whenever
any Securities are surrendered for exchange as contemplated by the immediately
preceding two paragraphs, the Company shall execute, and, upon Company Order,
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive together with, if applicable, the
notation of the Guarantee of the Guarantor endorsed thereon.

     

    Notwithstanding
the foregoing, except as otherwise provided in or pursuant to this Indenture,
the global Securities of any series shall be exchangeable for definitive
certificated Securities of such series only if (i) the Depository for such
global Securities notifies the Company that it is unwilling or unable to
continue as a Depository for such global Securities or at any time the
Depository for such global Securities ceases to be a clearing agency registered
as such under the Exchange Act, if so required by applicable law or regulation,
and no successor Depository for such Securities shall have been appointed by the
Company within 90 days of such notification or of the Company becoming
aware of the Depository’s ceasing to be so registered, as the case may be,
(ii) the Company, in its sole discretion, determines that the Securities of
such series shall no longer be represented by one or more global Securities and
executes and delivers to the Trustee a Company Order to the effect that such
global Securities shall be so exchangeable, or (iii) an Event of Default
has occurred and is continuing with respect to such Securities and the
Depository for such global Securities wishes to exchange such Securities for
definitive certificated Securities.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding paragraph, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities in such form and denominations as are required by or
pursuant to this Indenture, and of the same series, containing identical terms
and in aggregate principal amount equal to the principal amount of such global
Security, executed by the Company.  On or after the earliest date on
which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the Depository (or its custodian) as shall be
specified in the Company Order with respect thereto (which the Company agrees to
deliver), and in accordance with instructions given to the Trustee and the
Depository (which instructions shall be in writing but need not be contained in
or accompanied by an Officers’ Certificate of the Company or be accompanied by
an Opinion of Counsel), as shall be specified in the Company Order with respect
thereto to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above
without charge.  The Trustee shall authenticate and make available for
delivery, in exchange for each portion of such surrendered global Security, a
like aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, and which shall be in such denominations and, in the
case of Registered Securities, registered in such names, as shall be specified
by the Depository, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of the same series to be redeemed and
ending on the relevant Redemption Date; and provided, further, that
(unless otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States.  Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depository (or its custodian) or such other Depository (or
its custodian) referred to above in accordance with the instructions of the
Company referred to above, and the Trustee shall endorse such global Security to
reflect the decrease in the principal amount thereof resulting from such
exchange.  If a Registered Security is issued in exchange for any
portion of a global Security after the close of business at the Office or Agency
for such Security where such exchange occurs on or after (i) any Regular Record
Date for such Security and before the opening of business at such Office or
Agency on the next Interest Payment Date, or (ii) any Special Record Date for
such Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security,
but shall be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such
portion of such global Security shall be payable in accordance with the
provisions of this Indenture.

     

    
    

    All
Securities and the Guarantee, if applicable, the notation of which is endorsed
thereon issued upon any registration of transfer or exchange of Securities shall
be the valid obligations of the Company and, if applicable, the Guarantor
evidencing the same debt and entitling the Holders thereof to the same benefits
under this Indenture as the Securities surrendered upon such registration of
transfer or exchange.

     

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

     

    No
service charge shall be made for any registration of transfer or exchange of
Securities, or any redemption or repayment of Securities, or any conversion or
exchange of Securities for other types of securities or property, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
304, 905 or 1107, upon repayment or repurchase in part of any Registered
Security pursuant to Article Thirteen, or upon surrender in part of any
Registered Security for conversion or exchange into Common Stock or other
securities or property pursuant to its terms, in each case not involving any
transfer.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Except as
otherwise provided in or pursuant to this Indenture, the Company shall not be
required (i) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
the selection for redemption of Securities of like tenor and terms and of the
same series under Section 1103 and ending at the close of business on the day of
such selection, or (ii) to register the transfer of or exchange any Registered
Security, or portion thereof, so selected for redemption, except in the case of
any Registered Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and
terms and of the same series, provided that such Registered Security shall be
simultaneously surrendered for redemption with written instruction for payment
consistent with the provisions of this Indenture or (iv) to issue, register the
transfer of or exchange any Security which, in accordance with its terms, has
been surrendered for repayment at the option of the Holder pursuant to Article
Thirteen and not withdrawn, except the portion, if any, of such Security not to
be so repaid.

     

    Notwithstanding
anything contained herein to the contrary, neither the Trustee nor the Security
Registrar shall be responsible for ascertaining whether any issuance, exchange
or transfer of Securities complies with the registration provisions of or
exemptions from the Securities Act, applicable state securities laws, the U.S.
Employee Retirement Income Security Act of 1974 (or, in the case of a
governmental plan or a church plan (as described in Sections 3(32) and 3(33)
thereof, respectively), any substantially similar federal, state or local law),
the U.S. Internal Revenue Code of 1986 or the Investment Company Act of
1940.

     

    
      	
            	
              Section
      306.

            	
              Mutilated, Destroyed, Lost and
      Stolen Securities.

            


    

     

    If any
mutilated Security or a Security with a mutilated Coupon appertaining to it is
surrendered to the Trustee, subject to the provisions of this Section 306, the
Company shall execute and, upon Company Order, the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, having endorsed thereon a notation of the
Guarantee, if applicable, executed by the Guarantor, and with Coupons
appertaining thereto corresponding to the Coupons, if any, appertaining to the
surrendered Security.

     

    If there
be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or Coupon, and
(ii) such security or indemnity as may be reasonably required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or Coupon has been
acquired by a bona fide purchaser, the Company shall execute and, upon the
Company’s written request the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a
new Security of the same series containing identical terms and of like principal
amount and bearing a number not contemporaneously outstanding, having endorsed
thereon a notation of the Guarantee, if applicable, executed by the Guarantor,
and with Coupons corresponding to the Coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen Coupon appertains.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
the foregoing provisions of this Section 306, in case any mutilated, destroyed,
lost or stolen Security or Coupon has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

     

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

     

    Every new
Security, together with the Guarantee, if applicable, the notation of which is
endorsed thereon by the Guarantor and any Coupons appertaining thereto issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company and the
Guarantor, whether or not the destroyed, lost or stolen Security and Coupons
appertaining thereto or the destroyed, lost or stolen Coupon shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of such
series and any Coupons, if any, duly issued hereunder.

     

    The
provisions of this Section, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, shall (to the
extent lawful) be exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons.

     

    
      	
            	
              Section
      307.

            	
              Payment of Interest and
      Certain Additional Amounts; Rights to Interest and Certain Additional
      Amounts Preserved.

            


    

     

    Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to any Registered Security which shall be
payable, and are punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more
Predecessor Securities) is registered as of the close of business on the Regular
Record Date for such interest.  Unless otherwise provided in or
pursuant to this Indenture, in case a Bearer Security is surrendered in exchange
for a Registered Security after the close of business at an Office or Agency for
such Security on any Regular Record Date therefor and before the opening of
business at such Office or Agency on the next succeeding Interest Payment Date
therefor, such Bearer Security shall be surrendered without the Coupon relating
to such Interest Payment Date and interest shall not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such Coupon when due
in accordance with the provisions of this Indenture.

     

    
      
        
        

      

      
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    Unless
otherwise provided in or pursuant to this Indenture, any interest on and any
Additional Amounts with respect to any Registered Security which shall be
payable, but shall not be punctually paid or duly provided for, on any Interest
Payment Date for such Registered Security (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder thereof on the relevant Regular
Record Date by virtue of having been such Holder; and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) below:

     

    (1)          The
Company may elect to make payment of any Defaulted Interest to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall be
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on such Registered Security and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when so deposited to be held in trust for the
benefit of the Person entitled to such Defaulted Interest as in this clause
provided.  Thereupon, the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to the Holder of such
Registered Security (or a Predecessor Security thereof) at his address as it
appears in the Security Register not less than 10 days prior to such Special
Record Date.  The Trustee may, in its discretion, in the name and at
the expense of the Company cause a similar notice to be published at least once
in an Authorized Newspaper of general circulation in the Borough of Manhattan,
The City of New York, but such publication shall not be a condition precedent to
the establishment of such Special Record Date.  Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in
whose name such Registered Security (or a Predecessor Security thereof) shall be
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).  In case a
Bearer Security is surrendered at the Office or Agency for such Security in
exchange for a Registered Security after the close of business at such Office or
Agency on any Special Record Date and before the opening of business at such
Office or Agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the Coupon relating to such
Defaulted Interest and Defaulted Interest shall not be payable on such proposed
date of payment in respect of the Registered Security issued in exchange for
such Bearer Security, but shall be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture;
and

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (2)          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 such
Security may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such payment shall be deemed practicable by the
Trustee.

     

    Unless
otherwise provided in or pursuant to this Indenture or the Securities of any
particular series, at the option of the Company, interest on Registered
Securities on any Interest Payment Date may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States of America.

     

    Subject
to the foregoing provisions of this Section and Section 305, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other
Security.

     

    
      	
            	
              Section
      308.

            	
              Persons Deemed
      Owners.

            


    

     

    Prior to
due presentment of a Registered Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name such Registered Security is
registered in the Security Register as the owner of such Registered Security for
the purpose of receiving payment of principal of, any premium and (subject to
Sections 305 and 307) interest on and any Additional Amounts with respect to
such Registered Security and for all other purposes whatsoever, whether or not
any payment with respect to such Registered Security shall be overdue, and
neither the Company, the Guarantor, the Trustee or any agent of the Company, the
Guarantor or the Trustee shall be affected by notice to the
contrary.

     

    The
Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the bearer of any Bearer Security or the bearer of any
Coupon as the absolute owner of such Security or Coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not any payment with respect to such Security or Coupon
shall be overdue, and neither the Company, the Guarantor, the Trustee or any
agent of the Company, the Guarantor or the Trustee shall be affected by notice
to the contrary.

     

    No owner
of any beneficial interest in any global Security held on its behalf by a
Depository shall have any rights under this Indenture with respect to such
global Security, and such Depository may be treated by the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the
Trustee as the owner of such global Security for all purposes whatsoever. None
of the Company, the Guarantor, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    
    

    
      Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Guarantor, the
Trustee, any Paying Agent or the Security Registrar from giving effect to any
written certification, proxy or other authorization furnished by the applicable
Depository, as a Holder, with respect to a global Security or impair, as between
such Depository and the owners of beneficial interests in such global Security,
the operation of customary practices governing the exercise of the rights of
such Depository (or its nominee) as the Holder of such global
Security.

       

    

    
    

    
      	
            	
              Section
      309.

            	
              Cancellation.

            


    

     

    All
Securities and Coupons surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be promptly
delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee.  The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be cancelled promptly
by the Trustee.  No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by or pursuant to this Indenture.  All cancelled
Securities and Coupons held by the Trustee shall be destroyed by the Trustee,
unless by a Company Order the Company directs their return to it.

     

    
      	
            	
              Section
      310.

            	
              Computation of
      Interest.

            


    

     

    Except as
otherwise provided in or pursuant to this Indenture or in the Securities of any
series, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

     

    ARTICLE
FOUR

     

    SATISFACTION
AND DISCHARGE OF INDENTURE

      


    
      	
            	
              Section
      401.

            	
              Satisfaction and
      Discharge.

            


    

     

    Unless,
pursuant to Section 301, the provisions of this Section 401 shall not be
applicable with respect to the Securities of any series, upon the direction of
the Company by a Company Order, this Indenture shall cease to be of further
effect with respect to any series of Securities specified in such Company Order,
the Guarantee (if applicable) thereon and any Coupons appertaining thereto, and
the Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    (1)          either

     

    (a)           all
Securities of such series theretofore authenticated and delivered and all
Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer
Securities of such series surrendered in exchange for Registered Securities of
such series and maturing after such exchange whose surrender is not required or
has been waived as provided in Section 305, (ii) Securities and Coupons of such
series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 306, (iii) Coupons appertaining to Securities of
such series called for redemption and maturing after the relevant Redemption
Date whose surrender has been waived as provided in Section 1106, and (iv)
Securities and Coupons of such series for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation;
or

     

    (b)           all
Securities of such series and, in the case of (i) or (ii) below, if applicable,
any Coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation

     

    (i)                 have
become due and payable, or

     

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

     

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

     

    and the
Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, money in
the Currency in which such Securities are payable in an amount sufficient to pay
and discharge the entire indebtedness on such Securities and any Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation,
including the principal of, any premium and interest on, and, to the extent that
the Securities of such series provide for the payment of Additional Amounts
thereon and the amount of any such Additional Amounts which are or will be
payable with respect to the Securities of such series is at the time of deposit
determinable by the Company (in the exercise by the Company of its reasonable
discretion), any Additional Amounts with respect to, such Securities and any
Coupons appertaining thereto, to the date of such deposit (in the case of
Securities which have become due and payable) or to the Maturity thereof, as the
case may be;

     

    (2)          the
Company has paid or caused to be paid all other sums payable hereunder by the
Company with respect to the Outstanding Securities of such series (including
amounts payable to the Trustee pursuant to Section 606) and any Coupons
appertaining thereto; and

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

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

     

    In the
event there are Securities of two or more series Outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee, if in form and content
acceptable to the Trustee and if the other conditions thereto are
met.

     

    Notwithstanding
the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 606 and,
if money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the obligations of the Company and the Trustee with
respect to the Securities of such series under Sections 305, 306, 403, 404,
1002, 1003 and, if applicable to the Securities of such series, 1004 (including,
without limitation, with respect to the payment of Additional Amounts, if any,
with respect to such Securities as contemplated by Section 1004, but only
to the extent that the Additional Amounts payable with respect to such
Securities exceed the amount deposited in respect of such Additional Amounts
pursuant to Section 401(1)(b)), any rights of Holders of the Securities of such
series (unless otherwise provided pursuant to Section 301 with respect to
the Securities of such series) to require the Company to repurchase or repay,
and the obligations of the Company to repurchase or repay, such Securities at
the option of the Holders pursuant to Article Thirteen hereof, and any rights of
Holders of the Securities of such series (unless otherwise provided pursuant to
Section 301 with respect to the Securities of such series) to convert or
exchange, and the obligations of the Company to convert or exchange, such
Securities into Common Stock or other securities or property, shall
survive.

     

    
      	
            	
              Section
      402.

            	
              Defeasance and Covenant
      Defeasance.

            


    

     

    (1)           Unless,
pursuant to Section 301, either or both of (i) defeasance of the Securities
of or within a series under clause (2) of this Section 402 or (ii) covenant
defeasance of the Securities of or within a series under clause (3) of this
Section 402 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this Section
402 (with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and any
Coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to the Securities of or within such series
and any Coupons appertaining thereto, elect to have Section 402(2) or Section
402(3) be applied to such Outstanding Securities and any Coupons appertaining
thereto upon compliance with the conditions set forth below in this Section 402.
Unless otherwise specified pursuant to Section 301 with respect to the
Securities of any series, defeasance under clause (2) of this Section 402 and
covenant defeasance under clause (3) of this Section 402 may be effected only
with respect to all, and not less than all, of the Outstanding Securities of any
series.  To the extent that the terms of any Security or Coupon
appertaining thereto established in or pursuant to this Indenture permit the
Company or any Holder thereof to extend the date on which any payment of
principal of, or premium, if any, or interest, if any, on, or Additional
Amounts, if any, with respect to such Security or Coupon is due and payable,
then unless otherwise provided pursuant to Section 301, the right to extend such
date shall terminate upon defeasance or covenant defeasance, as the case may
be.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
      (2)           Upon
the Company’s exercise of the above option applicable to this Section 402(2)
with respect to any Securities of or within a series, the Company shall be
deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any Coupons appertaining thereto on the date the
conditions set forth in clause (4) of this Section 402 are satisfied
(hereinafter, “defeasance”).  For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Securities and any Coupons appertaining thereto, which shall thereafter be
deemed to be “Outstanding” only for the
purposes of clause (5) of this Section 402 and the other Sections of this
Indenture referred to in subclauses (i) through (iv) of this clause (2), and to
have satisfied all of its other obligations under such Securities and any
Coupons appertaining thereto and this Indenture insofar as such Securities and
any Coupons appertaining thereto are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder:  (i) the rights of Holders of such Outstanding
Securities and any Coupons appertaining thereto to receive, solely (except as
provided in subclause (ii) below) from the trust fund described in clause (4)(a)
of this Section 402 and as more fully set forth in this Section 402 and 403,
payments in respect of the principal of (and premium, if any) and interest, if
any, on, and Additional Amounts, if any, with respect to, such Securities and
any Coupons appertaining thereto when such payments are due, (ii) the
obligations of the Company and the Trustee with respect to such Securities under
Sections 305, 306, 1002, 1003 and, if applicable to the Securities of such
series, 1004 (including, without limitation, with respect to the payment of
Additional Amounts, if any, with respect to such Securities as contemplated by
Section 1004, but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to clause (4)(a) of this Section 402)), any rights
of Holders of such Securities (unless otherwise provided pursuant to
Section 301 with respect to the Securities of such series) to require the
Company to repurchase or repay, and the obligations of the Company to repurchase
or repay, such Securities at the option of the Holders pursuant to Article
Thirteen hereof, and any rights of Holders of such Securities (unless otherwise
provided pursuant to Section 301 with respect to the Securities of such
series) to convert or exchange, and the obligations of the Company to convert or
exchange, such Securities into Common Stock or other securities or property,
(iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (iv) this Section 402 and Sections 403 and
404.  The Company may exercise its option under this
Section 402(2) notwithstanding the prior exercise of its option under
Section 402(3) with respect to such Securities and any Coupons appertaining
thereto.

       

    

    (3)           Upon
the Company’s exercise of the above option applicable to this Section 402(3)
with respect to any Securities of or within a series, each of the Company and
the Guarantor shall each be released from its obligations under clauses
(1)(ii)-(iii) and (2)(ii)-(iii), respectively, of Section 1005 and under
Sections 1006 and 1007 and, to the extent specified pursuant to
Section 301, any other covenant applicable to such Securities with respect
to such Securities and any Coupons appertaining thereto shall cease to be
applicable to such Securities on and after the date the conditions set forth in
clause (4) of this Section 402 are satisfied (hereinafter, “covenant defeasance”), and
such Securities and any Coupons appertaining thereto shall thereafter be deemed
to be 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 any such covenant, but shall continue to be deemed “Outstanding”
for all other purposes hereunder.  For this purpose, such covenant
defeasance means, with respect to such Outstanding Securities and any
Coupons appertaining thereto, each of the Company and the Guarantor may omit to
comply with, and shall have no liability in respect of, any term, condition or
limitation set forth in any such Section or any such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such Section or
such other covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a default or an Event of Default
under Section 501(5) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and Coupons
appertaining thereto shall be unaffected thereby.

     

    (4)           The
following shall be the conditions to application of clause (2) or (3) of this
Section 402 to any Outstanding Securities of or within a series and any Coupons
appertaining thereto:

     

    (a)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 607 who shall
agree to comply with the provisions of this Section 402 applicable to it) as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities and any Coupons appertaining thereto, (1) an
amount in Dollars or in such Foreign Currency in which such Securities and any
Coupons appertaining thereto are then specified as payable at Stated Maturity
or, if such defeasance or covenant defeasance is to be effected in compliance
with subsection (f) below, on the relevant Redemption Date, as the case may
be, or (2) Government Obligations applicable to such Securities and Coupons
appertaining thereto (determined on the basis of the Currency in which such
Securities and Coupons appertaining thereto are then specified as payable at
Stated Maturity or, if such defeasance or covenant defeasance is to be effected
in compliance with subsection (f) below, on the relevant Redemption Date,
as the case may be) which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment of principal of (and
premium, if any) and interest, if any, on such Securities and any Coupons
appertaining thereto, money in an amount, or (3) a combination thereof, in any
case, in an amount, sufficient, without consideration of any reinvestment of
such principal and interest, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (y) the
principal of (and premium, if any) and interest, if any, on, and, to the extent
that such Securities provide for the payment of Additional Amounts thereon and
the amount of any such Additional Amounts which are or will be payable with
respect to the Securities of such series is at the time of deposit determinable
by the Company (in the exercise by the Company of its reasonable discretion),
any Additional Amounts with respect to, such Outstanding Securities and any
Coupons appertaining thereto on the Maturity or Stated Maturity of such
principal or interest, and (z) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any Coupons appertaining
thereto on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities and any Coupons appertaining
thereto.

     

    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    (b)           Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company, the Guarantor or any of their respective
Subsidiaries is a party or by which it is bound.

     

    (c)           No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities and any Coupons
appertaining thereto shall have occurred and be continuing on the date of such
deposit, and, solely in the case of defeasance under Section 402(2), no
Event of Default with respect to such Securities and any Coupons appertaining
thereto under clause (6) or (7) of Section 501 or event which with notice or
lapse of time or both would become an Event of Default with respect to such
Securities and any Coupons appertaining thereto under clause (6) or (7) of
Section 501 shall have occurred and be continuing at any time during the period
ending on and including the 91st day after the date of such deposit (it being
understood that this condition to defeasance under Section 402(2) shall not be
deemed satisfied until the expiration of such period).

     

    (d)           In
the case of defeasance pursuant to Section 402(2), the Company shall have
delivered to the Trustee an opinion of independent counsel reasonably acceptable
to the Trustee stating that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (y) since the date of
this Indenture there has been a change in applicable federal income tax law, in
either case to the effect that, and based thereon such opinion of independent
counsel shall confirm that, the Holders of such Outstanding Securities and any
Coupons appertaining thereto will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not occurred; or,
in the case of covenant defeasance pursuant to Section 402(3), the Company shall
have delivered to the Trustee an opinion of independent counsel reasonably
acceptable to the Trustee to the effect that the Holders of such Outstanding
Securities and any Coupons appertaining thereto will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of such covenant
defeasance and will be subject to U.S. federal income 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)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
or covenant defeasance, as the case may be, under this Indenture have been
complied with.

     

    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    (f)        
   If the monies or Government Obligations or combination
thereof, as the case may be, deposited under subclause (a) above are sufficient
to pay the principal of, and premium, if any, and interest, if any, on and, to
the extent provided in such subclause (a), Additional Amounts with respect to,
such Securities on a particular Redemption Date, the Company shall have given
the Trustee irrevocable instructions to redeem such Securities on such date and
to provide notice of such redemption to Holders as provided in or pursuant to
this Indenture.

     

    (g)           Notwithstanding
any other provisions of this Section 402(4), such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 301.

     

    (5)           Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to Section
301) (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee (collectively for purposes of this Section 402(5) and
Section 403, the “Trustee”)) pursuant to clause
(4)(a) of Section 402 in respect of any Outstanding Securities of any series and
any Coupons appertaining thereto shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and any Coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company or any Subsidiary or Affiliate
of the Company acting as Paying Agent) as the Trustee may determine, to the
Holders of such Securities and any Coupons appertaining thereto of all sums due
and to become due thereon in respect of principal (and premium, if any) and
interest and Additional Amounts, if any, but such money need not be segregated
from other funds except to the extent required by law.

     

    Unless
otherwise specified in or pursuant to this Indenture or any Securities, if,
after a deposit referred to in Section 402(4)(a) has been made, (a) the Holder
of a Security in respect of which such deposit was made is entitled to, and
does, elect pursuant to Section 301 or the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section
402(4)(a) has been made in respect of such Security, or (b) a Conversion Event
occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 402(4)(a) has been made, the indebtedness represented by such Security
and any Coupons appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the principal of (and
premium, if any), and interest, if any, on, and Additional Amounts, if any, with
respect to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on (x) in the case of payments made pursuant
to subclause (a) above, the applicable market exchange rate for such Currency in
effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge, imposed on or assessed against the Government Obligations deposited
pursuant to this Section 402 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 Outstanding Securities and any Coupons
appertaining thereto.

     

    
      
         


      

      
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    Anything
in this Section 402 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or
Government Obligations (or other property and any proceeds therefrom) held by it
as provided in clause (4)(a) of this Section 402 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 402.

     

    
      	  	
              Section
      403.

            	
              Application
      of Trust
Money.

            


    

     

    Subject
to the provisions of the last paragraph of Section 1003, all money and
Government Obligations deposited with the Trustee pursuant to Section 401 or 402
shall be held in trust and applied by it, in accordance with the provisions of
the Securities, the Coupons and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal, premium, interest and Additional Amounts for whose payment such money
has or Government Obligations have been deposited with or received by the
Trustee; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.

     

    
      	  	
              Section
      404.

            	
              Reinstatement.

            


    

     

    If the
Trustee (or other qualifying trustee appointed pursuant to Section 402(4)(a)) or
any Paying Agent is unable to apply any moneys or Government Obligations
deposited pursuant to Section 401(1) or 402(4)(a) to pay any principal of
or premium, if any, or interest, if any, on or Additional Amounts, if any, with
respect to the Securities of any series by reason of any legal proceeding or any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Securities of such series shall be revived and reinstated
as though no such deposit had occurred, until such time as the Trustee (or other
qualifying trustee) or Paying Agent is permitted to apply all such moneys and
Government Obligations to pay the principal of and premium, if any, and
interest, if any, on and Additional Amounts, if any, in respect of the
Securities of such series as contemplated by Section 401 or 402 as the case
may be, and Section 403; provided, however, that if the Company
makes any payment of the principal of or premium, if any, or interest, if any,
on or Additional Amounts, if any, in respect of the Securities of such series
following the reinstatement of its obligations as aforesaid, the Company shall
be subrogated to the rights of the Holders of such Securities to receive such
payment from the funds held by the Trustee (or other qualifying trustee) or
Paying Agent.

     

    
      
        
        

      

      
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    ARTICLE
FIVE

     

    REMEDIES

     

    
      	  	
              Section
      501.

            	
              Events
      of Default.

            


    

     

    “Event of Default”, wherever
used herein with respect to Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) unless such event is specifically
deleted or modified in or pursuant to the supplemental indenture, Board
Resolution or Officers’ Certificate of the Company establishing the terms of
such series pursuant to this Indenture:

     

    (1)    
  default in the payment of any interest on, or any Additional Amounts
payable in respect of any interest on, any of the Securities of such series or
any Coupon appertaining thereto when such interest or such Additional Amounts,
as the case may be, become due and payable, and continuance of such default for
a period of 30 days; or

     

    (2)        default
in the payment of any principal of or premium, if any, on, or any Additional
Amounts payable in respect of any principal of or premium, if any, on, any of
the Securities of such series when due (whether at Maturity, upon redemption or
exercise of a repurchase right or otherwise and whether payable in cash or in
shares of Common Stock or other securities or property); or

     

    (3)        default
in the deposit of any sinking fund payment or payment under any analogous
provision when due with respect to any of the Securities of such series;
or

     

    (4)        with
respect to any series of Securities to which the provisions of Article Sixteen
shall apply as contemplated by Section 301 hereof, the Guarantee ceases to be in
full force and effect or is declared to be null and void and unenforceable with
respect to the Securities of such series or the Guarantee is found to be invalid
or the Guarantor denies its liability under the Guarantee (other than by reason
of release of the Guarantor in accordance with the terms hereof) with respect to
the Securities of such series; 

     

    (5)        default
in the performance, or breach, of any covenant or warranty of the Company or the
Guarantor, as the case may be, in this Indenture or any of the Securities of
such series (other than a covenant or warranty for which the consequences of
breach or nonperformance are addressed elsewhere in this Section 501 or a
covenant or warranty which has expressly been included in this Indenture,
whether or not by means of a supplemental indenture, solely for the benefit of
Securities of a series other than such series), and continuance of such default
or breach (without such default or breach having been waived in accordance of
the provisions of this Indenture) for a period of 60 days after there has been
given, by registered or certified mail, to the Company or the Guarantor, as
applicable, by the Trustee or to the Company or the Guarantor, as applicable,
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or

     

    
      
         


      

      
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    (6)        the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company, the Guarantor or any of their
respective Significant Subsidiaries in an involuntary case or proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company, the Guarantor or any of their
respective Significant Subsidiaries a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company, the Guarantor or any of their
respective Significant Subsidiaries under any applicable U.S. federal or state
law, or appointing a custodian, receiver, conservator, liquidator, assignee,
trustee, sequestrator or other similar official of the Company, the Guarantor or
any of their respective Significant Subsidiaries or of any substantial part of
the property of the Company, the Guarantor or any of their respective
Significant Subsidiaries, or ordering the winding up or liquidation of the
affairs of the Company, the Guarantor or any of their respective Significant
Subsidiaries, and the continuance of any such decree or order for relief
unstayed and in effect for a period of 60 consecutive days; or

     

    (7)        the
commencement by the Company, the Guarantor or any of their respective
Significant Subsidiaries of a voluntary case or proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the
Company, the Guarantor or any of their respective Significant Subsidiaries to
the entry of a decree or order for relief in respect of the Company, the
Guarantor or any of their respective Significant Subsidiaries in an involuntary
case or proceeding under any applicable bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against the Company, the Guarantor or any of their respective
Significant Subsidiaries, or the filing by the Company, the Guarantor or any of
their respective Significant Subsidiaries of a petition or answer or consent
seeking reorganization or relief under any applicable U.S. federal or state law,
or the consent by the Company, the Guarantor or any of their respective
Significant Subsidiaries to the filing of such petition or to the appointment of
or taking possession by a custodian, receiver, conservator, liquidator,
assignee, trustee, sequestrator or similar official of the Company, the
Guarantor or any of their respective Significant Subsidiaries or of any
substantial part of the property of the Company, the Guarantor or any of their
respective Significant Subsidiaries, or the making by the Company, the Guarantor
or any of their respective Significant Subsidiaries of an assignment for the
benefit of creditors, or the taking of corporate action by the Company, the
Guarantor or any of their respective Significant Subsidiaries in furtherance of
any such action; or

     

    (8)        any
other Event of Default provided in or pursuant to this Indenture with respect to
Securities of such series.

     

    
      
         


      

      
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              Section
      502.

            	
              Acceleration
      of Maturity; Rescission and
  Annulment.

            


    

     

    If an
Event of Default (other than an Event of Default specified in clause (6) or (7)
of Section 501 in respect of the Company or the Guarantor, as applicable) with
respect to Securities of any series occurs and is continuing, then either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of such series may declare the principal of all the
Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, and accrued and unpaid interest, if any, thereon to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders), and upon any such declaration such
principal or such lesser amount, as the case may be, and such accrued and unpaid
interest shall become immediately due and payable.  If an Event of
Default specified in clause (6) or (7) of Section 501 with respect to the
Securities of any series occurs in respect of the Company or the Guarantor, as
applicable, then the principal of all of the Securities of such series, or such
lesser amount as may be provided for in the Securities of such series, and
accrued an unpaid interest, if any, thereon shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of the Securities of such series.

     

    At any
time after Securities of any series have been accelerated (whether by
declaration of the Trustee or the Holders or automatically) and before a
judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article provided, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of such series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if

     

    (1)        the Company has
paid or deposited, or cause to be paid or deposited, with the Trustee a sum of
money sufficient to pay (or, to the extent that the terms of the Securities of
such series established pursuant to Section 301 expressly provide for
payment to be made in shares of Common Stock or other securities or property,
shares of Common Stock or other securities or property, together with cash in
lieu of fractional shares or securities, sufficient to pay)

     

    (a)           all
overdue installments of any interest on any Securities of such series and any
Coupons appertaining thereto which have become due otherwise than by such
declaration of acceleration and any Additional Amounts with respect
thereto,

     

    (b)           the
principal of and any premium on any Securities of such series which have become
due otherwise than by such declaration of acceleration and any Additional
Amounts with respect thereto and, to the extent permitted by applicable law,
interest thereon at the rate or respective rates, as the case may be, provided
for in or with respect to such Securities, or, if no such rate or rates are so
provided, at the rate or respective rates, as the case may be, of interest borne
by such Securities,

     

    
      
         


      

      
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    (c)           to
the extent permitted by applicable law, interest upon installments of any
interest, if any, which have become due otherwise than by such declaration of
acceleration and any Additional Amounts with respect thereto at the rate or
respective rates, as the case may be, provided for in or with respect to such
Securities, or, if no such rate or rates are so provided, at the rate or
respective rates, as the case may be, of interest borne by such Securities,
and

     

    (d)           all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
all other amounts due the Trustee under Section 606; and

     

    (2)        all Events of
Default with respect to Securities of such series other than the non-payment of
the principal of, any premium and interest on, and any Additional Amounts with
respect to Securities of such series which shall have become due solely by such
declaration of acceleration, shall have been cured or waived as provided in
Section 513.

     

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

     

    
      	  	
              Section
      503.

            	
              Collection
      of Indebtedness and Suits for Enforcement by
      Trustee.

            


    

     

    The
Company covenants that if:

     

    (1)     
 default is made in the payment of any interest on, or any Additional
Amounts payable in respect of any interest on, any Security or any Coupon
appertaining thereto when such interest or Additional Amounts, as the case may
be, shall have become due and payable and such default continues for a period of
30 days, or

     

    (2)        default is made in
the payment of any principal of or premium, if any, on, or any Additional
Amounts payable in respect of any principal of or premium, if any, on, any
Security at its Maturity, or

     

    (3)        default
is made in the deposit of any sinking fund payment when due,

     

    the
Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of such Securities and any Coupons appertaining thereto, the
whole amount of money then due and payable with respect to such Securities and
any Coupons appertaining thereto, with interest upon the overdue principal, any
premium and, to the extent permitted by applicable law, upon any overdue
installments of interest and Additional Amounts at the rate or respective rates,
as the case may be, provided for or with respect to such Securities or, if no
such rate or rates are so provided, at the rate or respective rates, as the case
may be, of interest borne by such Securities, and, in addition thereto, such
further amount of money as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and all other amounts due to
the Trustee under Section 606.

     

    
      
         


      

      
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    If the
Company fails to pay the money it is required to pay the Trustee pursuant to the
preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the money so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.

     

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

     

    
      	  	
              Section
      504.

            	
              Trustee
      May File Proofs of
Claim.

            


    

     

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

     

    (1)        to file and prove a
claim for the whole amount, or such lesser amount as may be provided for in the
Securities of such series, of the principal and any premium, interest and
Additional Amounts owing and unpaid in respect of the Securities and any Coupons
appertaining thereto and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents or counsel) and of the Holders of Securities or any
Coupons allowed in such judicial proceeding, and

     

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

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities or any Coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent in writing in its sole discretion to
the making of such payments directly to the Holders of Securities or any
Coupons, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and any other amounts due the Trustee under Section
606.

     

    
      
         


      

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

     

    
      	  	
              Section
      505.

            	
              Trustee
      May Enforce Claims without Possession of Securities or
      Coupons.

            


    

     

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

     

    
      	  	
              Section
      506.

            	
              Application
      of Money
Collected.

            


    

     

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

     

    FIRST:  To
the payment of all amounts due the Trustee and any predecessor Trustee under the
Indenture;

     

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

     

    THIRD:  The
balance, if any, to the Person or Persons entitled thereto.

     

    
      	  	
              Section
      507.

            	
              Limitations
      on Suits.

            


    

     

    No Holder
of any Security of any series or any Coupons appertaining thereto shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

     

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

     

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

     

    
      
         


      

      
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    (3)        such
Holder or Holders have offered to the Trustee indemnity reasonably satisfactory
to it against the losses, damages, costs, expenses and liabilities, including
reasonable attorneys’ fees, costs and expenses and court costs, to be incurred
in compliance with such request;

     

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

     

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

     

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

     

    
      	  	
              Section
      508.

            	
              Unconditional
      Right of Holders to Receive Principal and any Premium, Interest and
      Additional
Amounts.

            


    

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security or Coupon
shall have the right, which is absolute and unconditional, to receive payment of
the principal of, any premium, if any, and (subject to Sections 305 and 307)
interest, if any, on and any Additional Amounts with respect to such Security or
such Coupon, as the case may be, on the respective Stated Maturity or Maturities
therefor specified in such Security or Coupon (or, in the case of redemption, on
the Redemption Date or, in the case of repayment pursuant to Article Thirteen
hereof at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and, in the case of any Security
which is convertible into or exchangeable for other securities or property, to
convert or exchange, as the case may be, such Security in accordance with its
terms, and to institute suit for the enforcement of any such payment and any
such right to convert or exchange, and such right shall not be impaired without
the consent of such Holder.

     

    
      	  	
              Section
      509.

            	
              Restoration
      of Rights and
Remedies.

            


    

     

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

     

    
      
         


      

      
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              Section
      510.

            	
              Rights
      and Remedies
Cumulative.

            


    

     

    To the
extent permitted by applicable law and except as otherwise provided with respect
to the replacement or payment of mutilated, destroyed, lost or stolen Securities
or Coupons in the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to each and every Holder of a
Security or a Coupon is intended to be exclusive of any other right or remedy,
and every right and remedy, to the extent permitted by law, shall be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not, to the
extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy.

     

    
      	  	
              Section
      511.

            	
              Delay
      or Omission Not
Waiver.

            


    

     

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

     

    
      	  	
              Section
      512.

            	
              Control
      by Holders of
Securities.

            


    

     

    The
Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series and any Coupons appertaining thereto, provided that

     

    (1)        such
direction shall not be in conflict with any rule of law or with this Indenture
or with the Securities of any series,

     

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

     

    (3)        such
direction is not unduly prejudicial to the rights of the other Holders of
Securities of such series (or any other series) not joining in such
action.

     

    
      	  	
              Section
      513.

            	
              Waiver
      of Past
Defaults.

            


    

     

    The
Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series on behalf of the Holders of all the Securities of such
series and any Coupons appertaining thereto may waive any past default hereunder
with respect to such series and its consequences, except

     

    (1)        a
default in the payment of the principal of, any premium or interest on, or any
Additional Amounts with respect to, any Security of such series or any Coupons
appertaining thereto, or

     

    
      
         


      

      
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    (2)        in
the case of any Securities which are convertible into or exchangeable for Common
Stock or other securities or property, a default in any such conversion or
exchange, or

     

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

     

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

     

    
      	  	
              Section
      514.

            	
              Waiver
      of Usury, Stay or Extension
  Laws.

            


    

     

    Each of
the Company and the Guarantor covenants that (to the extent that it may lawfully
do so) it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury law or any other law wherever enacted, now or at any time hereafter
in force, which would prohibit or forgive the Company or the Guarantor (with
respect to the Guarantee) from paying all or any portion of the principal of or
premium, if any, or interest, if any on or Additional Amounts, if any, with
respect to any Securities as contemplated herein and therein or which may affect
the covenants or the performance of this Indenture or the Securities; and each
of the Company and the Guarantor (to the extent that it may lawfully do so)
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee or the Holders, but will suffer and permit the execution of every
such power as though no such law had been enacted.

     

    
      	  	
              Section
      515.

            	
              Undertaking
      for Costs.

            


    

     

    All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
disbursements, against any party litigant in such suit having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 515 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment at
the option of the Holder pursuant to Article Thirteen hereof, on or after the
date for repayment) or for the enforcement of the right, if any, to convert or
exchange any Security into Common Stock or other securities or property in
accordance with its terms.

     

    
      
         


      

      
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    ARTICLE
SIX

     

    THE
TRUSTEE

     

    
      	  	
              Section
      601.

            	
              Certain
      Rights of
Trustee.

            


    

     

    Subject
to Sections 315(a) through 315(d) of the Trust Indenture Act:

     

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

     

    (2)        any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a
Company Request or a Company Order (in each case, other than delivery of any
Security, together with any Coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 303 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution;

     

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

     

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

     

    (5)        the Trustee shall
be under no obligation to exercise any of the rights or powers vested in it by
or pursuant to this Indenture at the request or direction of any of the Holders
of Securities of any series or any Coupons appertaining thereto pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the losses, damages, costs, expenses and
liabilities, including reasonable attorneys’ fees, costs and expenses and court
costs, which might be incurred by it in compliance with such request or
direction;

     

    (6)        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, coupon or other paper or
document, but the Trustee, in its sole discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall
be entitled to examine, during business hours and upon reasonable notice, the
books, records and premises of the Company, personally or by agent or
attorney;

     

    
      
         


      

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

     

    (8)        the
Trustee need perform only those duties that are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.  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.  The Trustee is not
required to give any bond or surety with respect to the performance of its
duties or the exercise of its powers under this Indenture. The permissive right
of the Trustee to take the actions permitted by this Indenture shall not be
construed as an obligation or duty to do so;

     

    (9)        the
Trustee agrees to accept and act upon instructions or directions pursuant to
this Indenture sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods, provided, however, that the
Company and the Guarantor, respectively, shall provide to the Trustee an
incumbency certificate listing designated persons with the authority to provide
such instructions, which incumbency certificate shall be amended whenever a
person is to be added or deleted from the listing.  If the Company or
the Guarantor elects to give the Trustee e-mail or facsimile transmission
instructions (or instructions by a similar electronic method) and the Trustee in
its sole and absolute discretion elects to act upon such instructions, the
Trustee’s understanding of such instructions shall be deemed
controlling.  The Trustee shall not be liable for any losses, damages,
costs, fees or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions notwithstanding such
instructions conflict or inconsistency with a subsequent written
instruction.  The Company and the Guarantor, as applicable, agree to
assume all risks arising out of the use of such electronic methods to submit
instructions and directions to the Trustee, including, without limitation, the
risk of the Trustee acting on unauthorized instructions, and the risk of
interception by third parties; and

     

    (10)      for
all purposes under this Indenture, the Trustee shall not be deemed to have
notice or knowledge of any Event of Default unless a Trust Officer assigned to
and working in the Corporate Trust Office has actual knowledge thereof or unless
written notice of any event which is in fact such an Event of Default or such a
default, as the case may be, is received by the Trustee at the Corporate Trust
Office. For purposes of determining the Trustee’s responsibility and liability
hereunder, whenever reference is made in this Indenture to such an Event of
Default or such a default, as the case may be, such reference shall be construed
to refer only to such an Event of Default or such a default, as the case may be,
of which the Trustee is deemed to have notice as described in this Section
601(10).

     

    
      
         


      

      
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              Section
      602.

            	
              Notice
      of Defaults.

            


    

     

    Within 90
days after the Trustee has knowledge of the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series entitled to receive reports pursuant
to Section 703(3), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any), or interest, if any, on, or Additional Amounts or any sinking fund
installment with respect to, any Security of such series or in the conversion or
exchange of any Security of such series into Common Stock or other securities or
property in accordance with its terms, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
best interest of the Holders of Securities and Coupons of such series; and provided, further, that in
the case of any default of the character specified in Section 501(5) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.  For the purpose
of this Section, the term “default” means any event which
is, or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.

     

    
      	  	
              Section
      603.

            	
              Not
      Responsible for Recitals or Issuance of
      Securities.

            


    

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

     

    
      	  	
              Section
      604.

            	
              May
      Hold Securities; Transactions with the Company or the
      Guarantor.

            


    

     

    The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other Person that may be an agent of the Trustee or the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture
Act, may otherwise deal with the Company or the Guarantor with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person; provided, however, that if
the Trustee acquires any conflicting interest relating to any of its duties with
respect to the Securities, it must either eliminate such conflict or resign as
Trustee.

     

    
      	  	
              Section
      605.

            	
              Money
      Held in Trust.

            


    

     

    Except as
provided in Section 403 and Section 1003, money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law and shall be held uninvested.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

     

    
      
         


      

      
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              Section
      606.

            	
              Compensation
      and
Reimbursement.

            


    

     

    The
Company agrees:

     

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

     

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

     

    (3)        to indemnify the
Trustee, its directors, officers, employees and its agents for, and to hold them
harmless against, any loss, claim, cause of action, damage, liability or
reasonable cost or expense (including, without limitation, the reasonable fees
and disbursements of the Trustee’s agents, legal counsel, accountants and
experts), arising out of or in connection with this Indenture or the acceptance
or administration of the trust or trusts hereunder, including the reasonable
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
hereunder, except to the extent that any such loss, claim, cause of action,
damage, liability or expense was due to the Trustee’s negligence or bad
faith.

     

    The
foregoing payment obligations and indemnities shall survive the termination of
this Indenture and the resignation or removal of the Trustee.

     

    As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a lien prior to the Securities of any series
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of, or premium or interest on
or any Additional Amounts with respect to Securities or any Coupons appertaining
thereto.

     

    Any
compensation or expense incurred by the Trustee after a default specified by
Section 501(6) or (7) is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency
law.  “Trustee” for purposes of this
Section 606 shall include any predecessor Trustee but the negligence or bad
faith of any Trustee shall not affect the rights of any other Trustee under this
Section 606.  The provisions of this Section 606 shall, to the extent
permitted by law, survive any termination or expiration of this Indenture
(including, without limitation, termination pursuant to any Bankruptcy Laws) and
the resignation or removal of the Trustee.

     

    
      
         


      

      
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              Section
      607.

            	
              Corporate
      Trustee Required;
  Eligibility.

            


    

     

    There shall at all times be a Trustee hereunder that is a Corporation,
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, eligible under Section 310(a)(1) of
the Trust Indenture Act to act as trustee under an indenture qualified under the
Trust Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000 subject to supervision or examination by Federal or state
authority.  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     

    
      	  	
              Section
      608.

            	
              Resignation
      and Removal; Appointment of
  Successor.

            


    

     

    (1)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee pursuant to Section 609.

     

    (2)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 609 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.

     

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

     

    (4)           If
at any time:

     

    (a)           the
Trustee shall fail to comply with the obligations imposed upon it under Section
310(b) of the Trust Indenture Act with respect to Securities of any series after
written request therefor by the Company or any Holder of a Security of such
series who has been a bona fide Holder of a Security of such series for at least
six months, or

     

    (b)           the
Trustee shall cease to be eligible under Section 607 and shall fail to resign
after written request therefor by the Company or any such Holder,
or

     

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

     

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

     

    
      
         


      

      
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    (5)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 609.  If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
609, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the
Company.  If no successor Trustee with respect to the Securities of
any series shall have been so appointed by the Company or the Holders of
Securities and accepted appointment in the manner required by Section 609, any
Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

     

    (6)           The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to the Holders of Registered
Securities, if any, of such series as their names and addresses appear in the
Security Register and, if Securities of such series are issued as Bearer
Securities, by publishing notice of such event once in an Authorized Newspaper
in each Place of Payment located outside the United States.  Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust
Office.

     

    
      	  	
              Section
      609.

            	
              Acceptance
      of Appointment by
  Successor.

            


    

     

    (1)           Upon
the appointment hereunder of any successor Trustee with respect to all
Securities, such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties hereunder of the retiring Trustee; but, on the request of the Company or
such successor Trustee, such retiring Trustee, upon payment of its charges,
shall execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and, subject to
Section 1003, shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.

     

    
      
         


      

      
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    (2)           Upon
the appointment hereunder of any successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, such successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees, that each such Trustee shall be separate and apart from any other
such Trustee and that no Trustee shall be responsible for any notice given to,
or received by, or any act or failure to act on the part of any other Trustee
hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates other than as hereinafter expressly set forth,
and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or
such successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor relates and subject to Section 1003 shall duly assign, transfer
and deliver to such successor Trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject to its claim, if any,
provided for in Section 606.

     

    (3)           Upon
request of any Person appointed hereunder as a successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (1) or (2) of this Section, as the case may
be.

     

    (4)           No
Person shall accept its appointment hereunder as a successor Trustee unless at
the time of such acceptance such successor Person shall be qualified and
eligible under this Article.

     

    
      
         


      

      
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              Section
      610.

            	
              Merger,
      Conversion, Consolidation or Succession to
      Business.

            


    

     

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

     

    
      	  	
              Section
      611.

            	
              Appointment
      of Authenticating
Agent.

            


    

     

    The
Trustee may appoint one or more Authenticating Agents acceptable to the Company
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of that or those series
issued upon original issue, exchange, registration of transfer, partial
redemption, partial repayment, partial conversion or exchange for Common Stock
or other securities or property, or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

     

    Each
Authenticating Agent shall be acceptable to the Company and, except as provided
in or pursuant to this Indenture, shall at all times be a Corporation that would
be permitted by the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act, is authorized under applicable law and
by its charter to act as an Authenticating Agent and has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000.  If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect specified in this
Section.

     

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

     

    
      
         


      

      
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    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and the Company.  The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company.  Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United
States.  Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

     

    The
Company agrees to pay each Authenticating Agent from time to time reasonable
compensation for its services under this Section.  If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 606.

     

    The
provisions of Sections 308, 603 and 604 shall be applicable to each
Authenticating Agent.

     

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

     

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

     

    
      
        	 
      	
                WILMINGTON
      TRUST COMPANY,

              
	 
      	
                As
      Trustee

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                  As
      Authenticating Agent

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                  Authorized
      Signatory

              


      

    

    


    If all of
the Securities of any series may not be originally issued at one time, and if
the Trustee does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if
so requested in writing (which writing need not be accompanied by or contained
in an Officers’ Certificate of the Company), shall appoint in accordance with
this Section an Authenticating Agent having an office in a Place of Payment
designated by the Company with respect to such series of
Securities.

     

    
      
         


      

      
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    ARTICLE
SEVEN

    
    

    HOLDERS
LISTS AND REPORTS BY TRUSTEE AND COMPANY

      


    
      	 	
              Section
      701.

            	
              Company to
      Furnish Trustee Names and Addresses of
  Holders.

            


    

     

    In
accordance with Section 312(a) of the Trust Indenture Act, the Company shall
furnish or cause to be furnished to the Trustee

     

    (1)          semi-annually
with respect to Securities of each series not later than May 1 and November 1 of
the year or upon such other dates as are set forth in or pursuant to the Board
Resolution or indenture supplemental hereto authorizing such series, a list, in
each case in such form as the Trustee may reasonably require, of the names and
addresses of Holders as of the applicable date, and

     

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

     

    provided, however, that so
long as the Trustee is the Security Registrar no such list shall be required to
be furnished.

     

    
      	 	
              Section
      702.

            	
              Preservation of Information;
      Communications to Holders.

            


    

     

    The
Trustee shall comply with the obligations imposed upon it pursuant to Section
312 of the Trust Indenture Act.

     

    Every
Holder of Securities or Coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company, the Trustee, any Paying
Agent or any Security Registrar shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with Section 312(c) of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

     

    
      	 	
              Section
      703.

            	
              Reports by
      Trustee.

            


    

     

    (1)           Within
60 days after May 15 of each year commencing with the first May 15
following the first issuance of Securities pursuant to Section 301, if required
by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit,
pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as
of such May 15 with respect to any of the events specified in said Sections
313(a) and 313(b)(2) which may have occurred since the later of the immediately
preceding May 15 and the date of this Indenture.

     

    (2)           The
Trustee shall transmit the reports required by Section 313(a) of the Trust
Indenture Act at the times specified therein.


    
      
         


      

      
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    (3)           Reports
pursuant to this Section shall be transmitted in the manner and to the Persons
required by Sections 313(c) and 313(d) of the Trust Indenture
Act.

     

    
      	 	
              Section
      704.

            	
              Reports by
      Company.

            


    

     

    Each of
the Company and the Guarantor, pursuant to Section 314(a) of the Trust Indenture
Act, shall:

     

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

     

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

     

    (3)          transmit
within 30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, such summaries
of any information, documents and reports required to be filed by the Company
and/or the Guarantor pursuant to paragraphs (1) and (2) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.

     

    The
Trustee agrees that any quarterly or annual report or other information,
document or other report that the Company and/or the Guarantor files with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act on the
Commission’s EDGAR system shall be deemed to constitute delivery of such filing
to the Trustee.


    
      
         


      

      
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    ARTICLE
EIGHT

     

    CONSOLIDATION,
MERGER AND SALES

      


    
      	 	
              Section
      801.

            	
              Company and
      Guarantor May Consolidate, Etc., Only on Certain
    Terms.

            


    

     

    (1)           The
Company shall not, in any transaction or series of related transactions,
consolidate or
amalgamate with or merge into any Person or sell, assign, transfer, lease
or otherwise convey all or substantially all its properties and assets to any
Person, unless:

     

    (A)        
    either (i) the Company shall be the continuing Person
(in the case of a merger), or (ii) the successor Person (if other than the
Company) formed by or
resulting from such consolidation or
amalgamation or into which the Company is merged or to which such
sale, assignment, transfer, lease or other conveyance of all or substantially
all of the properties and assets of the Company is made, shall be a corporation
organized and existing under the laws of the United States or Bermuda, and such
successor Person shall expressly assume, by an indenture (or indentures, if at
such time there is more than one Trustee) supplemental hereto, executed by such
successor corporation and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of, any premium and
interest on, and any Additional Amounts with respect to, all the Outstanding
Securities and the due and punctual performance and observance of every
obligation in this Indenture and the Outstanding Securities on the part of the
Company to be performed or observed, and which supplemental indenture shall
provide for conversion or exchange rights in accordance with the provisions of
the Securities of any series that are convertible or exchangeable into Common
Stock or other securities or property;

     

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

     

    (C)             the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease or other conveyance and, if a supplemental indenture
is required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.

     

    (2)           The
Guarantor shall not, in any transaction or series of related transactions,
consolidate or
amalgamate with or merge into any Person or sell, assign, transfer, lease
or otherwise convey all or substantially all its properties and assets to any
Person, unless:


    
      
         


      

      
        62

        
          

        

      

      
         


      

    


    (A)     
      either (i) the Guarantor shall be the
continuing Person (in the case of a merger), or (ii) the successor Person (if
other than the Guarantor) formed by or
resulting from such consolidation or
amalgamation or into which the Guarantor is merged or to which such
sale, assignment, transfer, lease or other conveyance of all or substantially
all of the properties and assets of the Guarantor is made, shall be a
corporation organized and existing under the laws of the United States or
Bermuda, and such successor Person shall expressly assume, by an indenture (or
indentures, if at such time there is more than one Trustee) supplemental hereto,
executed by such successor corporation and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual performance and observance of
every obligation in this Indenture and the Outstanding Securities on the part of
the Guarantor to be performed or observed;

     

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

     

    (C)     
       the Guarantor shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, assignment, transfer, lease or other
conveyance and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

     

    For
purposes of the foregoing, any sale, assignment, transfer, lease or other
conveyance of all or any of the properties and assets of one or more
Subsidiaries of the Company or the Guarantor (other than to the Company, the
Guarantor or another Subsidiary), which, if such properties and assets were
owned by the Company or the Guarantor, as the case may be, would constitute all
or substantially all of the Company’s or the Guarantor’s, as applicable,
properties and assets, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company or the Guarantor,
as applicable.

     

    
      	 	
              Section
      802.

            	
              Successor
      Person Substituted for Company or
  Guarantor.

            


    

     

    Upon any
consolidation or
amalgamation by the Company or the Guarantor with or merger of the
Company or the Guarantor into any other Person or any sale, assignment,
transfer, lease or conveyance of all or substantially all of the properties and
assets of the Company or the Guarantor to any Person in accordance with Section
801, the successor Person formed by such consolidation or
amalgamation or into which the Company or the Guarantor is merged or
to which such sale, assignment, transfer, lease or other conveyance is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company or the Guarantor, as applicable, under this Indenture with the
same effect as if such successor Person had been named as the Company or the
Guarantor, as applicable, herein; and thereafter, except in the case of a lease,
the predecessor Person shall be released from all obligations and covenants
under this Indenture, the Securities and the Coupons.


    
      
         


      

      
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    ARTICLE
NINE

     

    SUPPLEMENTAL
INDENTURES

       


    
      	 	
              Section
      901.

            	
              Supplemental
      Indentures without Consent of
Holders.

            


    

     

    Without
the consent of any Holders of Securities or Coupons, the Company (when
authorized by or pursuant to a Board Resolution), the Guarantor (if applicable)
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto for any of the following purposes:

     

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

     

    (2)          to add
to the covenants of the Company or the Guarantor for the benefit of the Holders
of all or any series of Securities (as shall be specified in such supplemental
indenture or indentures) or to surrender any right or power herein conferred
upon the Company or the Guarantor with respect to all or any series of
Securities issued under this Indenture (as shall be specified in such
supplemental indenture or indentures); or

     

    (3)          to add
to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of, any premium or interest on or any
Additional Amounts with respect to Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities to be
exchanged for Bearer Securities of other authorized denominations or to permit
or facilitate the issuance of Securities in uncertificated or global form, provided any such action
shall not adversely affect the interests of the Holders of Securities of any
series or any Coupons appertaining thereto; or

     

    (4)          to
establish the form or terms of Securities of any series and any Coupons
appertaining thereto as permitted by Sections 201 and 301, including, without
limitation, any conversion or exchange provisions applicable to Securities which
are convertible into or exchangeable for other securities or property, and any
deletions from or additions or changes to this Indenture in connection therewith
(provided that any such
deletions, additions and changes shall not be applicable to any other series of
Securities then Outstanding); or

     

    (5)          to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 609; or

     

    
      
         


      

      
        64

        
          

        

      

      
         


      

    


    (6)          to cure
any ambiguity or to correct or supplement any provision herein which may be
defective or which may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture, or to make any change necessary to comply with any requirement
of the Commission in connection with the Indenture under the Trust Indenture
Act, in each case which shall not adversely affect the interests of the Holders
of Securities of any series then Outstanding or any Coupons appertaining
thereto; or

     

    (7)          to add
any additional Events of Default with respect to all or any series of Securities
(as shall be specified in such supplemental indenture); or

     

    (8)          to
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance, covenant defeasance and/or
satisfaction and discharge of any series of Securities pursuant to Article Four,
provided that any such
action shall not adversely affect the interests of any Holder of a Security of
such series and any Coupons appertaining thereto or any other Security or
Coupon; or

     

    (9)          to
secure the Securities or to add guarantees for the benefit of the Securities;
or

     

    (10)        to
amend or supplement any provision contained herein or in any supplemental
indenture or in any Securities (which amendment or supplement may apply to one
or more series of Securities or to one or more Securities within any series as
specified in such supplemental indenture or indentures), provided that such amendment
or supplement does not apply to any Outstanding Security issued prior to the
date of such supplemental indenture and entitled to the benefits of such
provision; or

     

    (11)        in
the case of any series of Securities which are convertible into or exchangeable
for Common Stock or other securities or property, to safeguard or provide for
the conversion or exchange rights, as the case may be, of such Securities in the
event of any reclassification or change of outstanding shares of Common Stock or
any merger, consolidation, statutory share exchange or combination of the
Company with or into another Person or any sale, lease, assignment, transfer,
disposition or other conveyance of all or substantially all of the properties
and assets of the Company to any other Person or other similar transactions, if
expressly required by the terms of such series of Securities established
pursuant to Section 301; or

     

    (12)        to
conform the terms of the Indenture or the Securities of a series or the
Guarantee to the description thereof contained in any prospectus or other
offering document or memorandum relating to the offer and sale of such
Securities.

     

    
      	 	
              Section
      902.

            	
              Supplemental
      Indentures with Consent of
Holders.

            


    

     

    With the
consent of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series affected by such supplemental indenture
(voting as separate classes), by Act of said Holders delivered to the Company
and the Trustee, the Company (when authorized by or pursuant to a Board
Resolution), the Guarantor and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of the Securities of such series or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, that no such
supplemental indenture, without the consent of the Holder of each Outstanding
Security affected thereby, shall


    
      
         


      

      
        65

        
          

        

      

      
         


      

    


    (1)          change
the Stated Maturity of the principal of, or premium, if any, or any installment
of interest, if any, on, or any Additional Amounts, if any, with respect to, any
Security, or reduce the principal amount thereof or the premium, if any, thereon
or the rate (or modify the calculation of such rate) of interest thereon, or
reduce the amount payable upon redemption thereof at the option of the Company
or repayment or repurchase thereof at the option of the Holder, or reduce any
Additional Amounts payable with respect thereto, or change the obligation of the
Company to pay Additional Amounts pursuant to Section 1004 (except as
contemplated by Section 801(1)(A) or 801(2)(A) and permitted by Section 901(1)),
or reduce the amount of the principal of any Original Issue Discount Security
that would be due and payable upon acceleration of the Maturity thereof pursuant
to Section 502 or the amount thereof provable in bankruptcy pursuant to Section
504, or adversely affect the right of repayment or repurchase at the option of
any Holder as contemplated by Article Thirteen, or change the Place of Payment
where or the Currency in which the principal of, any premium or interest on, or
any Additional Amounts with respect to any Security is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment or repurchase pursuant to Article
Thirteen at the option of the Holder, on or after the date for repayment or
repurchase) in each case as such Stated Maturity, Redemption Date or date for
repayment or repurchase may, if applicable, be extended in accordance with the
terms of such Security or any Coupon appertaining thereto, or in the case of any
Security which is convertible into or exchangeable for shares of Common Stock or
other securities or property, impair the right to institute suit to enforce the
right to convert or exchange such Security in accordance with its terms, or in
the case of any Security to which the provisions of Article Sixteen apply as
contemplated by Section 301, release the Guarantor from the Guarantee other than
as provided in this Indenture, or

     

    (2)          reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in Section 513 of this Indenture, or reduce the
requirements of Section 1504 for quorum or voting, or

     

    (3)          modify
any of the provisions of this Section or Section 513, except to increase any
such percentage or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby, or

     

    (4)          make
any change that adversely affects the right, if any, to convert or exchange any
Security for shares of Common Stock or other securities or property in
accordance with its terms.


    
      
         


      

      
        66

        
          

        

      

      
         


      

    


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

     

    Anything
in this Indenture to the contrary notwithstanding, if more than one series of
Securities is Outstanding, the Company and the Guarantor shall be entitled to
enter into a supplemental indenture under this Section 902 with respect to any
one or more series of Outstanding Securities without entering into a
supplemental indenture with respect to any other series of Outstanding
Securities.

     

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

     

    
      	 	
              Section
      903.

            	
              Execution of
      Supplemental Indentures.

            


    

     

    As a
condition to executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trust created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall
be fully protected in relying upon, an Officers’ Certificate and an Opinion of
Counsel of each of the Company and the Guarantor to the effect that the
execution of such supplemental indenture is authorized or permitted by this
Indenture and that such supplemental indenture has been duly authorized,
executed and delivered by, and is a valid, binding and enforceable obligation
of, each of the Company and the Guarantor, respectively, subject to customary
exceptions.  The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.

     

    
      	 	
              Section
      904.

            	
              Effect of
      Supplemental Indentures.

            


    

     

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

     

    
      	 	
              Section
      905.

            	
              Reference in
      Securities to Supplemental
Indentures.

            


    

     

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


    
      
         


      

      
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              Section
      906.

            	
              Conformity
      with Trust Indenture Act.

            


    

     

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

     

    ARTICLE
TEN

     

    COVENANTS

      


    
      	 	
              Section
      1001.

            	
              Payment of
      Principal, Premium, Interest and Additional
  Amounts.

            


    

     

    The
Company covenants and agrees for the benefit of the Holders of the Securities of
each series that it will duly and punctually pay the principal of, any premium
and interest on and any Additional Amounts with respect to the Securities of
such series, whether payable in cash, shares of Common Stock or other securities
or property, in accordance with the terms thereof, any Coupons appertaining
thereto and this Indenture.  Any interest due on any Bearer Security
on or before the Maturity thereof, and any Additional Amounts payable with
respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally
mature.

     

    
      	 	
              Section
      1002.

            	
              Maintenance
      of Office or Agency.

            


    

     

    The
Company shall maintain in each Place of Payment for any series of Securities an
Office or Agency where Securities of such series (but not Bearer Securities,
except as otherwise provided below, unless such Place of Payment is located
outside the United States) may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange, where Securities of such series that are convertible or exchangeable
may be surrendered for conversion or exchange, and where notices and demands to
or upon the Company in respect of the Securities of such series relating thereto
and this Indenture may be served.  If Securities of a series are
issuable as Bearer Securities, the Company shall maintain, subject to any laws
or regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; provided,
however, that if the Securities of such series are listed on the London
Stock Exchange or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company shall maintain a Paying Agent in London, Luxembourg or any other
required city located outside the United States, as the case may be, so long as
the Securities of such series are listed on such exchange.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such Office or Agency.  If at any time the
Company shall fail to maintain any such required Office or Agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of such series and any Coupons
appertaining thereto may be presented and surrendered for payment at the place
specified for the purpose with respect to such Securities as provided in or
pursuant to this Indenture, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands (other
than with respect to Bearer Securities).  In no event shall the
Trustee be required to maintain a Corporate Trust Office other than in
Wilmington, Delaware.


    
      
         


      

      
        68

        
          

        

      

      
         


      

    


    Except as
otherwise provided in or pursuant to this Indenture, no payment of principal,
premium, interest or Additional Amounts with respect to Bearer Securities shall
be made at any Office or Agency in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States; provided, however, if amounts
owing with respect to any Bearer Securities shall be payable in Dollars, payment
of principal of, any premium or interest on and any Additional Amounts with
respect to any such Security may be made at the Corporate Trust Office of the
Trustee or any Office or Agency designated by the Company in the Borough of
Manhattan, The City of New York, if (but only if) payment of the full amount of
such principal, premium, interest or Additional Amounts at all offices outside
the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

     

    The
Company may also from time to time designate one or more other Offices or
Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided,
however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an Office or Agency in each
Place of Payment for Securities of any series for such purposes.  The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other Office or
Agency.

     

    Unless
otherwise provided in or pursuant to this Indenture, the Company hereby
designates Wilmington, Delaware as a Place of Payment for each series of
Securities, initially appoints the Corporate Trust Office of the Trustee in
Wilmington, Delaware as the Company’s Office or Agency in Wilmington, Delaware
for such purpose and initially appoints the Trustee as the  Security
Registrar for each series of Securities and, if the Securities of any series are
convertible into or exchangeable for Common Stock or other securities or
property, initially appoints the Trustee as conversion or exchange agent, as the
case may be, for the Securities of such series. The Company may subsequently
appoint a different Office or Agency in Wilmington, Delaware, or any other
location and, as provided in Section 305, may remove and replace from time to
time the Security Registrar.

     

    
      	 	
              Section
      1003.

            	
              Money for
      Securities Payments to Be Held in
Trust.

            


    

     

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


    
      
         


      

      
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    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it shall, on or prior to each due date of the principal of, or any premium or
interest on or any Additional Amounts with respect to, any Securities of such
series, deposit with any Paying Agent a sum (in the Currency or Currencies
described in the preceding paragraph) sufficient to pay the principal, premium,
interest and Additional Amounts, as the case may be, so becoming due, such sum
to be held in trust for the benefit of the Persons entitled thereto, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.

     

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

     

    (1)          hold
all sums held by it for the payment of the principal of, any premium or interest
on or any Additional Amounts with respect to Securities of such series in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as provided in or pursuant to this
Indenture;

     

    (2)          give
the Trustee written notice of any default by the Company (or any other obligor
upon the Securities of such series) in the making of any payment of principal,
any premium or interest on or any Additional Amounts with respect to the
Securities of such series; and

     

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

     

    To the
extent that the terms of any Securities established pursuant to Section 301
provide that any principal of, or premium or interest, if any, on or any
Additional Amounts with respect to any such Securities is or may be payable in
shares of Common Stock or other securities or property, then the provisions of
this Section 1003 shall apply, mutatis mutandis, to such
shares of Common Stock or other securities or property.

     

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


    
      
         


      

      
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    Except as
otherwise provided herein or pursuant hereto, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any Security of any series or any Coupon appertaining
thereto and remaining unclaimed for two years after such principal or such
premium or interest or Additional Amount shall have become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security or any
Coupon appertaining thereto shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may, not later than 30 days after the Company’s request for such repayment, at
the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment for such series or to be mailed to Holders of
Registered Securities of such series, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing nor shall it be earlier
than two years after such principal and any premium or interest or Additional
Amounts shall have become due and payable, any unclaimed balance of such money
then remaining will be repaid to the Company.

     

    
      	 	
              Section
      1004.

            	
              Additional
      Amounts.

            


    

     

    If any
Securities of a series provide for the payment of Additional Amounts, the
Company agrees to pay to the Holder of any such Securities or any Coupon
appertaining thereto Additional Amounts as provided in or pursuant to this
Indenture or such Securities.  Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

     

    Except as
otherwise provided in or pursuant to this Indenture or the Securities of any
series, if the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with
respect to such series of Securities (or if the Securities of such series shall
not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Company shall
furnish to the Trustee and the Paying Agent or Paying Agents, if other than the
Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent
or Paying Agents whether such payment of principal of and premium, if any, or
interest, if any, on the Securities of such series shall be made to Holders of
Securities of such series or the Coupons appertaining thereto who are United
States Aliens without withholding or deduction for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series or pursuant to Section 301 with respect to the Securities of such
series.  If any such withholding or deduction shall be required, then
such Officers’ Certificate shall specify by country the amount, if any, required
to be withheld on or deducted from such payments to such Holders of Securities
or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent
the Additional Amounts required by the terms of such Securities.  The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, damage, liability, cost or expense, including
attorneys’ fees, costs and expenses, reasonably incurred without negligence or
bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers’ Certificate furnished
pursuant to this Section.  Nothing in this Section 1004 or elsewhere
in this Indenture shall limit the obligation of the Company to pay Additional
Amounts with respect to the Securities of any series pursuant to the terms, if
any, established pursuant to Section 301 with respect to the Securities of such
series.


    
      
         


      

      
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              Section
      1005.

            	
              Corporate
      Existence.

            


    

     

    Subject
to Article Eight:

     

    (1)           the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect (i) the corporate existence of the Company, (ii) the
existence (corporate or other) of each Significant Subsidiary of the Company and
(iii) the rights (charter and statutory), licenses and franchises of the Company
and each of its Significant Subsidiaries; provided, however, that the
Company shall not be required to preserve the existence (corporate or other) of
any of its Significant Subsidiaries or any such right, license or franchise of
the Company or any of its Significant Subsidiaries if the Board of Directors of
the Company determines that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Significant Subsidiaries
taken as a whole and that the loss thereof will not be disadvantageous in any
material respect to the Holders; and

     

    (2)           the
Guarantor shall do or cause to be done all things necessary to preserve and keep
in full force and effect (i) the corporate existence of the Guarantor, (ii) the
existence (corporate or other) of each Significant Subsidiary of the Guarantor
and (iii) the rights (charter and statutory), licenses and franchises of the
Guarantor and each of its Significant Subsidiaries; provided, however, that the
Guarantor shall not be required to preserve the existence (corporate or other)
of any of its Significant Subsidiaries or any such right, license or franchise
of the Guarantor or any of its Significant Subsidiaries if the Board of
Directors of the Guarantor determines that the preservation thereof is no longer
desirable in the conduct of the business of the Guarantor and its Significant
Subsidiaries taken as a whole and that the loss thereof will not be
disadvantageous in any material respect to the Holders.

     

    
      	 	
              Section
      1006.

            	
              Maintenance
      of Properties.

            


    

     

    (1)           The
Company will, and will cause each Significant Subsidiary of the Company to,
cause all its properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that
nothing in this Section shall prevent the Company or any Significant Subsidiary
of the Company from discontinuing the operation and maintenance of any of their
respective properties if such discontinuance is, in the judgment of the Board of
Directors of the Company or of any Significant Subsidiary of the Company, as the
case may be, desirable in the conduct of its business.


    
      
         


      

      
        72

        
          

        

      

      
         


      

    


    (2)           The
Guarantor will, and will cause each Significant Subsidiary of the Guarantor to,
cause all its properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Guarantor may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that
nothing in this Section shall prevent the Guarantor or any Significant
Subsidiary of the Guarantor from discontinuing the operation and maintenance of
any of their respective properties if such discontinuance is, in the judgment of
the Board of Directors of the Guarantor or of any Significant Subsidiary of the
Guarantor, as the case may be, desirable in the conduct of its
business.

     

    
      	 	
              Section
      1007.

            	
              Payment of
      Taxes and Other
Claims.

            


    

     

    Each of
the Company and the Guarantor will, and will cause each of their respective
Significant Subsidiaries to, pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon it or upon its
income, profits or property, and (2) all lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon its property;
provided, however, that
none of the Company, the Guarantor and any of their respective Significant
Subsidiaries shall be required to pay or discharge or cause to be paid or
discharged any such material tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

     

    
      	 	
              Section
      1008.

            	
              Company and
      Guarantor Statement as to
Compliance.

            


    

     

    Each of the Company and the Guarantor shall deliver to the Trustee,
within 120 days after the end of each fiscal year, a written statement (which
need not be contained in or accompanied by an Officers’ Certificate) signed by
the principal executive officer, the principal financial officer or the
principal accounting officer of the Company or the Guarantor, as applicable,
stating whether or not, to the best of his or her knowledge, the Company or the
Guarantor, as applicable, is in default in the performance and observance of any
of the terms, provisions and conditions of this Indenture (without regard to
notice requirements or periods of grace) and if the Company or the Guarantor, as
applicable, shall be in default, specifying all such defaults and the nature and
status thereof of which he or she may have knowledge.

     

    ARTICLE
ELEVEN

     

    REDEMPTION
OF SECURITIES

      


    
      	 	
              Section
      1101.

            	
              Applicability
      of Article.

            


    

     

    Redemption
of Securities of any series at the option of the Company as permitted or
required by the terms of such Securities shall be made in accordance with the
terms of such Securities and (except as otherwise provided herein or pursuant
hereto) this Article.


    
      
         


      

      
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              Section
      1102.

            	
              Election to
      Redeem; Notice to Trustee.

            


    

     

    The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution.  In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee and agreed upon in writing by the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed and, in the event that the Company shall determine
that the Securities of any series to be redeemed shall be selected from
Securities of such series having the same issue date, interest rate or interest
rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the
Company shall notify the Trustee of such Equivalent Terms.

     

    In the
case of any redemption of Securities (A) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture or (B) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate and Opinion of Counsel evidencing compliance with such
restriction or condition.

     

    
      	 	
              Section
      1103.

            	
              Selection by
      Trustee of Securities to be
Redeemed.

            


    

     

    If less
than all of the Securities of any series are to be redeemed or if less than all
of the Securities of any series with Equivalent Terms are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee from the Outstanding Securities of
such series or from the Outstanding Securities of such series with Equivalent
Terms, as the case may be, not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no
such partial redemption shall reduce the portion of the principal amount of a
Security of such series not redeemed to less than the minimum denomination for a
Security of such series established herein or pursuant hereto.

     

    The
Trustee shall promptly notify the Company and the Security Registrar (if other
than itself) in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

     

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

     

    Unless
otherwise specified in or pursuant to this Indenture or the Securities of any
series, if any Security selected for partial redemption is converted or
exchanged for Common Stock or other securities or property in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted or exchanged portion of such Security
shall be deemed (so far as may be) to be the portion selected for
redemption.  Securities which have been converted or exchanged during
a selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.


    
      
         


      

      
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              Section
      1104.

            	
              Notice of
      Redemption.

            


    

     

    Notice of
redemption shall be given in the manner provided in Section 106, not less than
30 nor more than 60 days prior to the Redemption Date, unless a shorter period
is specified in the Securities to be redeemed, to the Holders of Securities to
be redeemed.  Failure to give notice by mailing in the manner herein
provided to the Holder of any Registered Securities designated for redemption as
a whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other
Securities or portions thereof.

     

    Any
notice that is mailed to the Holder of any Registered Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice.

     

    All
notices of redemption shall state:

     

    (1)          the
Redemption Date,

     

    (2)          the
Redemption Price,

     

    (3)          if less
than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of
the particular Security or Securities to be redeemed,

     

    (4)          that,
in case any Security is to be redeemed in part only, on and after the Redemption
Date, upon surrender of such Security, the Holder of such Security will receive,
without charge, a new Security or Securities of authorized denominations for the
principal amount thereof remaining unredeemed,

     

    (5)          that,
on the Redemption Date, the Redemption Price shall become due and payable upon
each such Security or portion thereof to be redeemed, together (if applicable)
with accrued and unpaid interest, if any, thereon (subject, if applicable, to
the provisos to the first paragraph of Section 1106), and, if applicable,
that interest thereon shall cease to accrue on and after said
date,

     

    (6)          the
place or places where such Securities, together (in the case of Bearer
Securities) with all Coupons appertaining thereto, if any, maturing after the
Redemption Date, are to be surrendered for payment of the Redemption Price and
any accrued interest and Additional Amounts pertaining thereto,

     

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

     

    (8)          that,
unless otherwise specified in such notice, Bearer Securities of any series, if
any, surrendered for redemption must be accompanied by all Coupons maturing
subsequent to the date fixed for redemption or the amount of any such missing
Coupon or Coupons will be deducted from the Redemption Price, unless security or
indemnity satisfactory to the Company, the Trustee and any Paying Agent is
furnished,


    
      
         


      

      
        75

        
          

        

      

      
         


      

    


    (9)          if
Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be
exchanged for Registered Securities not subject to redemption on the Redemption
Date pursuant to Section 305 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made,

     

    (10)        in the case of
Securities of any series that are convertible or exchangeable into shares of
Common Stock or other securities or property, the then current conversion or
exchange price or rate, the date or dates on which the right to convert or
exchange the principal of the Securities of such series to be redeemed will
commence or terminate, as applicable, and the place or places where and the
Persons to whom such Securities may be surrendered for conversion or exchange,
and

     

    (11)        the CUSIP number,
Common Code or ISIN number of such Securities, if any (or any other numbers used
by a Depository to identify such Securities).

     

    A notice
of redemption published as contemplated by Section 106 need not identify
particular Registered Securities to be redeemed.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.

     

    
      	 	
              Section
      1105.

            	
              Deposit of
      Redemption Price.

            


    

     

    On or
prior to noon (local time in New York City) on any Redemption Date, the Company
shall deposit, with respect to the Securities of any series called for
redemption pursuant to Section 1104, 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 1003) an amount of money in the applicable Currency
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date, unless otherwise specified pursuant to
Section 301 for or in the Securities of such series) any accrued interest on and
Additional Amounts with respect to, all such Securities or portions thereof
which are to be redeemed on that date.


    
      
         


      

      
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              Section
      1106.

            	
              Securities
      Payable on Redemption Date.

            


    

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, together with (unless otherwise provided with respect to the
Securities of such series pursuant to Section 301) accrued and unpaid
interest, if any, thereon and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest, if any)
such Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void.  Upon surrender of any such Security
for redemption in accordance with said notice, together with all Coupons, if
any, appertaining thereto maturing after the Redemption Date, such Security
shall be paid by the Company at the Redemption Price, together with, unless
otherwise provided in or pursuant to this Indenture, any accrued and unpaid
interest thereon and Additional Amounts with respect thereto to but excluding
the Redemption Date; provided,
however, that, except as otherwise provided in or pursuant to this
Indenture or the Bearer Securities of such series,  installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons
for such interest (at an Office or Agency located outside the United States
except as otherwise provided in Section 1002), and provided, further, that,
except as otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 307.

     

    If any
Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant Coupons maturing after the Redemption Date, such Security may be
paid after deducting from the Redemption Price or, at the option of the Company,
after payment to the Trustee for the benefit of the Company of, an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless.  If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
Coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that any
interest or Additional Amounts represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an Office or Agency for such
Security located outside of the United States except as otherwise provided in
Section 1002.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium, until paid, shall bear interest from
the Redemption Date at the rate prescribed therefor in the Security or, if no
rate is prescribed therefor in the Security, at the rate of interest, if any,
borne by such Security.

     

    
      	 	
              Section
      1107.

            	
              Securities
      Redeemed in Part.

            


    

     

    Any
Registered Security which is to be redeemed only in part shall be surrendered at
any Office or Agency for such Security (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver, upon Company Order, to the Holder of
such Security without service charge, a new Registered Security or Securities of
the same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered and, if applicable, having the notation of the Guarantee of the
Guarantor endorsed thereon.  If a Security in global form is so
surrendered, the Company shall execute, and the Trustee shall authenticate and
deliver, upon Company Order, to the Depository for such Security in global form
as shall be specified in the Company Order with respect thereto to the Trustee,
without service charge, a new Security in global form in a denomination equal to
and in exchange for the unredeemed portion of the principal of the Security in
global form so surrendered.


    
      
         


      

      
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    ARTICLE
TWELVE

     

    SINKING
FUNDS

     


    
      	 	
              Section
      1201.

            	
              Applicability
      of Article.

            


    

     

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

     

    The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for
by the terms of Securities of such series is herein referred to as an “optional sinking fund
payment”.  If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202.  Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series and this Indenture.

     

    
      	 	
              Section
      1202.

            	
              Satisfaction
      of Sinking Fund Payments with
Securities.

            


    

     

    The
Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any series to be made pursuant to the terms of such
Securities (1) deliver Outstanding Securities of such series (other than any of
such Securities previously called for redemption or any of such Securities in
respect of which cash shall have been released to the Company), together in the
case of any Bearer Securities of such series with all unmatured Coupons
appertaining thereto, and (2) apply as a credit Securities of such series which
have been redeemed either at the election of the Company pursuant to the terms
of such series of Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, provided that such Securities
have not been previously so credited.  Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced
accordingly.  If as a result of the delivery or credit of Securities
of any series in lieu of cash payments pursuant to this Section 1202, the
principal amount of Securities of such series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such series for redemption, except upon Company Request, and
such cash payment shall be held by the Trustee or a Paying Agent and applied to
the next succeeding sinking fund payment, provided, however, that the
Trustee or such Paying Agent shall at the written request of the Company from
time to time pay over and deliver to the Company any cash payment so being held
by the Trustee or such Paying Agent upon delivery by the Company to the Trustee
of Securities of that series purchased by the Company having an unpaid principal
amount equal to the cash payment requested to be released to the
Company.


    
      
         


      

      
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              Section
      1203.

            	
              Redemption of
      Securities for Sinking Fund.

            


    

     

    Not less
than 75 days prior to each sinking fund payment date for any series of
Securities, the Company shall deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
series pursuant to Section 1202, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and will also deliver
to the Trustee any Securities to be so credited and not theretofore
delivered.  If such Officers’ Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein
specified.  Not less than 60 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104.  Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

     

    ARTICLE
THIRTEEN

     

    REPAYMENT
AT THE OPTION OF HOLDERS

      


    
      	 	
              Section
      1301.

            	
              Applicability
      of Article.

            


    

     

    Securities
of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with the terms of the
Securities of such series. The repayment of any principal amount of Securities
pursuant to such option of the Holder to require repayment of Securities before
their Stated Maturity, for purposes of Section 309, shall not operate as a
payment, redemption or satisfaction of the indebtedness represented by such
Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. If specified with respect to the Securities of a series as
contemplated by Section 301, in connection with any repayment of Securities, the
Company may arrange for the purchase of any Securities by an agreement with one
or more investment bankers or other purchasers to purchase such Securities by
paying to the Holders of such Securities on or before the applicable repayment
date an amount not less than the repayment price payable by the Company on
repayment of such Securities, and the obligation of the Company to pay the
repayment price of such Securities shall be satisfied and discharged to the
extent such payment is so paid by such purchasers.

     

    Unless
otherwise expressly stated in this Indenture or pursuant to Section 301 with
respect to the Securities of any series or unless the context otherwise
requires, all references in this Indenture to the repayment of Securities at the
option of the Holders thereof (and all references of like import) shall be
deemed to include a reference to the repurchase of Securities at the option of
the Holders thereof.


    
      
         


      

      
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    ARTICLE
FOURTEEN

     

    SECURITIES
IN FOREIGN CURRENCIES

       


    
      	 	
              Section
      1401.

            	
              Applicability
      of Article.

            


    

     

    Whenever
this Indenture provides for (i) any action by, or the determination of any
of the rights of, Holders of Securities of any series in which not all of such
Securities are denominated in the same Currency or (ii) any distribution to
Holders of Securities of any series in which not all of such Securities are
denominated in the same Currency, in the absence of any provision to the
contrary in or pursuant to this Indenture or the Securities of such series, any
amount in respect of any Security denominated in a Currency other than Dollars
shall be treated for any such action, determination or distribution as that
amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered
Securities of such series (if any) for such action, determination or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such distribution) as the Company may
specify in a written notice to the Trustee.

     

    ARTICLE
FIFTEEN

     

    MEETINGS
OF HOLDERS OF SECURITIES

       


    
      	 	
              Section
      1501.

            	
              Purposes for
      Which Meetings May Be
Called.

            


    

     

    A meeting
of Holders of Securities of any series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other Act provided by this
Indenture to be made, given or taken by Holders of Securities of such
series.

     

    
      	 	
              Section
      1502.

            	
              Call, Notice
      and Place of Meetings.

            


    

     

    (1)           The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series have been issued in whole or in part as Bearer Securities, in London
or in such place outside the United States as the Trustee shall
determine.  Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.


    
      
         


      

      
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    (2)           In
case at any time the Company (by or pursuant to a Board Resolution) or the
Holders of at least 10% in aggregate principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of
the Holders of Securities of such series for any purpose specified in Section
1501, by written request setting forth in reasonable detail the action proposed
to be taken at the meeting, and the Trustee shall not have mailed notice of or
made the first publication of the notice of such meeting within 21 days after
receipt of such request (whichever shall be required pursuant to Section 106) or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or, if Securities of such series are
to be issued as Bearer Securities, in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in clause (1) of
this Section.

     

    
      	 	
              Section
      1503.

            	
              Persons
      Entitled to Vote at
Meetings.

            


    

     

    To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders.  The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company, the Guarantor
and their respective counsel.

     

    
      	 	
              Section
      1504.

            	
              Quorum;
      Action.

            


    

     

    The
Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting or
duly reconvened meeting of Holders of Securities of such series; provided, however, that if
any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of a
supermajority in aggregate principal amount of the Outstanding Securities of a
series, the Persons entitled to vote the specified supermajority in aggregate
principal amount of the Outstanding Securities of such series shall constitute a
quorum.  In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved.  In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at any such adjourned meeting,
such adjourned meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting.  Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 1502(1), except that such notice
need be given only once not less than five days prior to the date on which the
meeting is scheduled to be reconvened.  Notice of the reconvening of
an adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.


    
      
         


      

      
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    Except as
limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may
be adopted only by the affirmative vote of the Holders of a majority in
principal amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso to Section 902, any resolution with respect to
any request, demand, authorization, direction, notice,
consent,  waiver or other Act which this Indenture expressly provides
may be made, given or taken by the Holders of a supermajority in aggregate
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly convened and at which a quorum is present
as aforesaid only by the affirmative vote of the Holders of the specified
supermajority in aggregate principal amount of the Outstanding Securities of
that series; and provided,
further, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
lesser specified percentage in aggregate principal amount of the Outstanding
Securities of such series.

     

    Any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series and the Coupons appertaining thereto,
whether or not such Holders were present or represented at the
meeting.

     

    
      Section
1505.   Determination of Voting Rights;
Conduct and Adjournment of Meetings.

    

     

    (1)           Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
such series in regard to proof of the holding of Securities of such series and
of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities.  Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

     

    (2)           The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1502(2), in which case the Company or the
Holders of Securities of the series calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman.  A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting.

     

    (3)           At
any meeting, each Holder of a Security of such series or proxy shall be entitled
to one vote for each $1,000 principal amount of Securities of such series held
or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  If the Securities of such series are issuable in minimum
denominations of less than $1,000, then a Holder of such a Security in a
principal amount of less than $1,000 shall be entitled to a fraction of one vote
which is equal to the fraction that the principal amount of such Security bears
to $1,000.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

     


    
      
         


      

      
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    (4)           Any
meeting of Holders of Securities of any series duly called pursuant to
Section 1502 at which a quorum is present may be adjourned from time to
time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

     

    
      Section
1506.  Counting Votes and Recording Action
of Meetings.

    

     

    The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them.  The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting.  A record, at least in triplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section
1504.  Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting.  Any record so signed and verified shall be conclusive
evidence of the matters therein stated.

     

    ARTICLE
SIXTEEN

     

    GUARANTEE

     

    
      Section
1601.  Applicability of
Article.

    

     

    The
provisions of this Article Sixteen shall be applicable only to, and inure
solely to the benefit of, the Securities of any series designated, pursuant to
Section 301, as being entitled to the benefits of the Guarantee of the
Guarantor.  For purposes of this Article Sixteen, the term “Securities” means, with
respect to the Securities of a series to which the provisions of this Article
Sixteen shall be applicable, the Securities of such series.

     

    
      Section
1602.  Guarantee.

    

     

    (1)           For
value received, the Guarantor hereby fully and unconditionally guarantees (the
“Guarantee”) to each
Holder of a Security authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture or the Securities or the obligations of the
Company to the Holders or the Trustee hereunder or thereunder,
that:

     

    
      
         


      

      
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    (a)           the
principal of, premium, if any, and interest on the Securities will be duly and
promptly paid in full when due, whether at Stated Maturity, upon redemption, by
acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Securities and all other
obligations of the Company to the Holders of or the Trustee hereunder or
thereunder (including fees, expenses or others) (collectively, the “Obligations”) will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and

     

    (b)           in
case of any extension of time of payment or renewal of any Obligations (with or
without notice to the Guarantor), the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise.

     

    If the
Company shall fail to pay when due, or to perform, any Obligations, for whatever
reason, the Guarantor shall be obligated to pay in cash, or to perform or cause
the performance of, the same promptly. An Event of Default under this Indenture
or the Securities shall entitle the Holders of the Securities to accelerate the
Obligations of the Guarantor hereunder in the same manner and to the same extent
as the Obligations of the Company.

     

    (2)           The
Guarantor hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities with respect to any provisions of this
Indenture or the Securities, the recovery of any judgment against the Company,
any action to enforce the same, whether or not the Guarantee is affixed to any
particular Security, or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of the Guarantor.

     

    (3)           The
Guarantor further agrees that, as between it, on the one hand, and the Holders
of the Securities and the Trustee, on the other hand,

     

    (a)           the
maturity of the Obligations guaranteed hereby may be accelerated as provided in
Article Five of this Indenture for the purposes of the Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations, and

     

    (b)           in
the event of any acceleration of such Obligations as provided in Article Five of
this Indenture, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of the
Guarantee.

     

    Section
1603. Waiver.

     

    To the
fullest extent permitted by applicable law, the Guarantor waives diligence,
presentment, demand of, payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that the Guarantee will not be discharged except by complete performance of the
Obligations contained in the Securities and this Indenture.

     

    
      
         


      

      
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    Section
1604. Guarantee of
Payment.

     

    The
Guarantor further agrees that the Guarantee constitutes a guarantee of payment,
performance and compliance when due and not a guarantee of collection, and
waives any right to require that any resort be had by the Trustee or any Holder
of the Securities to the security, if any, held for payment of the
Obligations.

     

    Section
1605. No Discharge or
Diminishment of Guarantee.

     

    Subject
to Section 1611 of this Indenture, the obligations of the Guarantor hereunder
shall not be subject to any reduction, limitation, termination, impairment or
for any reason (other than the payment in full in cash of the Obligations),
including any claim of waiver, release, surrender, alteration or compromise of
any of the Obligations, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of the Guarantor hereunder
shall not be discharged or impaired or otherwise affected by the failure of the
Trustee or any Holder of the Securities to assert any claim or demand or to
enforce any remedy under this Indenture or the Securities, any other guarantee
or any other agreement, by any waiver or modification of any provision thereof,
by any default, failure or delay, willful or otherwise, in the performance of
the Obligations, or by any other act or omission or delay to do any other act
that may or might in any manner or to any extent vary the risk of the Guarantor
or that would otherwise operate as a discharge of the Guarantor as a matter of
law or equity (other than the payment in full in cash of all the
Obligations).

     

    Section
1606. Defenses of Company
Waived.

     

    To the
extent permitted by applicable law, the Guarantor waives any defense based on or
arising out of any defense of the Company or the unenforceability of the
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Company, other than final payment in full in cash of the
Obligations. The Guarantor waives any defense arising out of any such election
even though such election operates to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of the Guarantor against
the Company or any security.

     

    Section
1607. Continued
Effectiveness.

     

    Subject
to Section 1611 of this Indenture, the Guarantor further agrees that the
Guarantee hereunder shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of or interest
on any Obligation is rescinded or must otherwise be restored by the Trustee or
any Holder of the Securities upon the bankruptcy or reorganization of the
Company or otherwise.

     

    
      
         


      

      
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    Section
1608.   Subrogation.

     

    In
furtherance of the foregoing and not in limitation of any other right of the
Guarantor by virtue hereof, upon the failure of the Company to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Guarantor hereby
promises to and will, upon receipt of written demand by the Trustee or any
Holder of the Securities, forthwith pay, or cause to be paid, to the Holders in
cash the amount of such unpaid Obligations, and thereupon the Holders shall,
assign (except to the extent that such assignment would render the Guarantor a
“creditor” of the Company within the meaning of Section 547 of Title 11 of
the United States Code as now in effect or hereafter amended or any comparable
provision of any successor statute) the amount of the Obligations owed to it and
paid by the Guarantor pursuant to this Guarantee to the Guarantor, such
assignment to be pro rata to the extent the Obligations in question were
discharged by the Guarantor, or make such other disposition thereof as the
Guarantor shall direct (all without recourse to the Holders, and without any
representation or warranty by the Holders). If

     

    (1)           the
Guarantor shall make payment to the Holders of all or any part of the
Obligations, and

     

    (2)           all
the Obligations and all other amounts payable under this Indenture shall be paid
in full,

     

    the
Trustee will, at the Guarantor’s written request and expense, execute and
deliver to the Guarantor appropriate documents prepared by the Guarantor,
without recourse and without representation or warranty, necessary to evidence
the transfer by subrogation to the Guarantor of an interest in the Obligations
resulting from such payment by the Guarantor.

     

    Section
1609.   Information.

     

    The
Guarantor assumes all responsibility for being and keeping itself informed of
the Company’s financial condition and assets, and of all other circumstances
bearing upon the risk of nonpayment of the Obligations and the nature, scope and
extent of the risks that the Guarantor assumes and incurs hereunder, and agrees
that the Trustee and the Holders of the Securities will have no duty to advise
the Guarantor of information known to it or any of them regarding such
circumstances or risks.

     

    Section
1610.   Subordination.

     

    Upon
payment by the Guarantor of any sums to the Holders, as provided above, all
rights of the Guarantor against the Company, arising as a result thereof by way
of right of subrogation or otherwise, shall in all respects be subordinated and
junior in right of payment to the prior payment in full in cash of all the
Obligations to the Trustee; provided, however, that any right of
subrogation that the Guarantor may have pursuant to this Indenture is subject to
Section 1608 hereof.

     

    
      
         


      

      
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    Section
1611.  Release of
Guarantor.

     

    (1)           The
Guarantor shall be automatically and unconditionally released and discharged
from all obligations under this Indenture and the Guarantee without any action
required on the part of the Trustee or any Holder:

     

    (a)           upon
the sale, transfer or disposition of all or substantially all of the equity
interests or assets of the Guarantor to another Person (other than to the
Company or any of its Subsidiaries or Affiliates); or

     

    (b)           otherwise
to the extent specified with respect to the Securities in the designation of the
terms thereof pursuant to Section 301 hereof.

     

    (2)           The
Guarantor shall be automatically and unconditionally released and discharged
from all obligations under this Indenture and the Guarantee without any action
required on the part of the Trustee or any Holder upon any defeasance with
respect to the Securities in accordance with the provisions of Section 402(2)
hereof.

     

    (3)           The
Trustee shall execute and deliver an appropriate instrument (prepared by the
Company) evidencing such release upon receipt of a written request of the
Company accompanied by an Officers’ Certificate certifying as to the compliance
with this Section. Unless released, the Guarantor will remain liable for the
full amount of the principal of, premium, if any, and interest on the Securities
provided with respect to such Securities in accordance with the terms thereof
designated pursuant to Section 301 hereof.

     

    Section
1612.  Limitation of
Guarantor’s Liability.

     

    The
Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is
the intention of all such parties that the Guarantee not constitute a fraudulent
transfer or conveyance for purposes of Title 11 of the United States Code, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law to the extent applicable to the Guarantor. To
effectuate the foregoing intention, the Holders and the Guarantor hereby
irrevocably agree that the obligations of the Guarantor under this Indenture and
the Guarantee shall be limited to the maximum aggregate amount which, after
giving effect to all other contingent and fixed liabilities of the Guarantor,
will result in the obligations of the Guarantor under the Guarantee not
constituting such fraudulent transfer or conveyance.

     

    Section
1613.  No Obligation
to Take Action Against the Company.

     

    Neither
the Trustee, any Holder nor any other Person shall have any obligation to
enforce or exhaust any rights or remedies or take any other steps under any
security for the Obligations or against the Company or any other Person or any
Property of the Company or any other Person before the Trustee, such Holder or
such other Person is entitled to demand payment and performance by the Guarantor
of its liabilities and obligations under the Guarantee.

     

    
      
         


      

      
        87

        
          

        

      

      
         


      

    


    Section
1614.  Execution and
Delivery of the Guarantee.

     

    (1)           To
further evidence the Guarantee set forth in this Article Sixteen, the Guarantor
hereby agrees that a notation of such Guarantee in the form set forth in Annex A hereto shall
be endorsed on each Security authenticated and delivered by the Trustee and
executed by either manual or facsimile signature of an officer, manager or
member, as applicable, of the Guarantor.

     

    (2)           The
Guarantor hereby agrees that the Guarantee set forth in this Article Sixteen
shall remain in full force and effect notwithstanding any failure to endorse on
each Security a notation of the Guarantee.

     

    (3)           The
delivery of any Security by the Trustee, after the authentication thereof
hereunder, shall constitute due and valid delivery of the Guarantee designated
with respect to the Securities pursuant to Section 301 hereof on behalf of the
Guarantor.

     

    Section
1615. Successor
Guarantor.

     

    Unless
otherwise released and discharged from its obligations in accordance with the
provisions of this Article Sixteen and any other terms applicable with respect
to the Securities designated pursuant to Section 301 hereof, upon any
consolidation or merger by the Guarantor with or into any other Person, the
successor Person formed by such consolidation or merger shall execute an
indenture supplemental hereto and guarantee and succeed to, and be substituted
for, and may exercise every right and power of, the Guarantor under this
Indenture and the Securities with the same force and effect as if such successor
Person had been named as the Guarantor herein, and thereafter the predecessor
Person shall be relieved of all obligations and covenants under the Indenture
and the Securities (to the extent the Guarantor was the predecessor
Person).

     

    
      
         


      

      
        88

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              	 
      	
                      MAIDEN
      HOLDINGS NORTH AMERICA, LTD.,

                    
	 
      	 
      
	 
      	
                      as
      Issuer

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    
	 
      	 
      
	 
      	
                      MAIDEN
      HOLDINGS, LTD.,

                    
	 
      	 
      
	 
      	
                      as
      Guarantor

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    
	 
      	 
      
	 
      	
                      WILMINGTON
      TRUST COMPANY,

                    
	 
      	 
      
	 
      	
                      as
      Trustee

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

      

    

     

    
      
         


      

      
        89

        
          

        

      

      
         


      

    

    
       

      Annex
A

    

    


    NOTATION
OF GUARANTEE

     

    For value
received, the undersigned Guarantor (which term includes any successor Person
under the Indenture) has fully and unconditionally guaranteed, to the extent set
forth in the Indenture, by and among the Company, the Guarantor and the Trustee,
and subject to the provisions in the Indenture and the terms of the Securities,
(a) the due and punctual payment in full when due of the principal of,
premium, if any, and interest on the Securities and all other amounts due and
payable under the Indenture and the Securities by the Company and (b) in
case of any extension of time of payment or renewal of any Obligations (with or
without notice to the Guarantor), that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise. The obligations of the
Guarantor to the Holders of Securities and to the Trustee pursuant to the
Guarantee and the Indenture are expressly set forth in Article Sixteen of
the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee, including provisions for the release thereof. Each
Holder of a Security, by accepting the same, (a) agrees to and shall be
bound by such provisions and (b) appoints the Trustee attorney-in-fact of
such Holder for the purpose of such provisions.

     

    
      
        
          
            	 
      	
                    MAIDEN
      HOLDINGS, LTD.

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title: